What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-12 compared with 2024-03-06 · 541 added, 604 removed, 2899 unchanged (28% of the section changed)

24 unchanged sentences

The information required by Item 10 is included in the sections entitled “Executive Officers,” “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance and Board of Directors Information” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Insider Trading Arrangements and Policies

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations.

A copy of our Insider Trading Policy is filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Executive Compensation.

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 12 with respect to the “Share Ownership of Certain Beneficial Owners and Management” is included in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by Item 12 with respect to the “Share Ownership of Certain Beneficial Owners and Management” and "Executive Compensation" is included in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The following table provides information regarding the 2020 Long-Term Incentive Plan as of December 31, 2024.

67 unchanged sentences

Supplemental Indenture No.

1 to Jun ior Subordinated Indenture, dated January 26, 2024, by and between Cohen & Company Inc.

1 to Junior Subordinated Indenture, dated January 26, 2024, by and between Cohen & Company Inc.

and Wells Fargo Bank, N.A.

84 unchanged sentences

Amendment No.

1 to Amended and Restate d Senior Promissory Note, dated January 5, 2024, by and between Cohen & Company, LLC and JKD Capital Partners I LTD.

1 to Amended and Restated Senior Promissory Note, dated January 5, 2024, by and between Cohen & Company, LLC and JKD Capital Partners I LTD.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2024).

13 unchanged sentences

2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.53 to the Company's Annual Report on Form 10-K filed with the SEC on March 5, 2021).

Second Amended and Resta ted Revolving Note and Cash Agreement, dated December 21, 2022, by and between J.V.B.

Second Amended and Restated Revolving Note and Cash Agreement, dated December 21, 2022, by and between J.V.B.

Financial Group, LLC and Byline Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2022).

3 unchanged sentences

Financial Group, LLC and Byline Bank (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2023).

E qu ity Distribution Agreement, dated October 5, 2023, by and between Cohen & Company Inc.

Second Amendment to Third Amended and Restated Loan Agreement, dated June 18, 2024, by and between J.V.B.

Financial Group, LLC and Byline Bank (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on June 18, 2024).

Equity Distribution Agreement, dated October 5, 2023, by and between Cohen & Company Inc.

and Northland Capital Markets (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2023).

Redemption Agreement, dated September 23, 2024 and effective September 1, 2024, by and between Cohen & Company, LLC and JKD Capital Partners I LTD.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024)

Senior Promissory Note, dated September 1, 2024, issued by Cohen & Company, LLC to JKD Capital Partners I LTD in the aggregate principal amount of $5,145,926.67 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024).

Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010).

Company Insider Trading Policy *

List of Subsidiaries.

66 unchanged sentences

We have audited the accompanying consolidated balance sheets of Cohen & Company, Inc.

(a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income / (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income / (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

35 unchanged sentences

Investments in equity method affiliates

23,430 14,241

Deferred income taxes

45 unchanged sentences

( 29,242 ) 16,454 ( 29,347 )

Total revenue

Total revenues

79,598 82,981 44,387

18 unchanged sentences

21,704 15,609 ( 20,931 )

Other non-operating income

Income / (loss) before income tax expense / (benefit)

6 unchanged sentences

8,675 19,590 ( 23,203 )

Enterprise net income (loss)

Enterprise net (loss)

( 486 ) ( 9,191 ) ( 35,467 )

Net income (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

Net (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

( 357 ) ( 4,078 ) ( 22,078 )

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

Net (loss) attributable to Cohen & Company Inc.

$ ( 129 ) $ ( 5,113 ) $ ( 13,389 )

Income / (loss) per share data (see note 26):

Income / (loss) per common share-basic:

Basic income / (loss) per common share

Loss per common share-basic:

Basic (loss) per common share

$ ( 0.08 ) $ ( 3.38 ) $ ( 9.43 )

2 unchanged sentences

Income / (loss) per common share-diluted:

Diluted Income / (loss) per common share

Diluted (loss) per common share

$ ( 0.08 ) $ ( 3.38 ) $ ( 9.43 )

13 unchanged sentences

8,199 15,573 ( 45,433 )

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

Comprehensive (loss) attributable to Cohen & Company Inc.

$ ( 177 ) $ ( 5,088 ) $ ( 13,443 )

5 unchanged sentences

Preferred Stock

Additional Paid-In Capital

Common Stock Additional Paid-In Capital

Retained Earnings / (Accumulated Deficit)

6 unchanged sentences

- - - - ( 54 ) ( 54 ) ( 152 ) ( 206 )

Common stock issued, net

3 9,073 - - 9,076 - 9,076

Acquisition / (surrender) of additional units in consolidated subsidiary, net

4 unchanged sentences

- - ( 76 ) - - ( 76 ) ( 158 ) ( 234 )

Purchase and retirement of common stock

- - ( 857 ) - - ( 857 ) - ( 857 )

Dividends/distributions to convertible non-controlling interest

- - - ( 2,558 ) - ( 2,558 ) ( 6,485 ) ( 9,043 )

Convertible non-controlling interest investment

- - - - - - 15,000 15,000

Non-convertible non-controlling interest investment

4 unchanged sentences

$ 27 $ 17 $ 72,801 $ ( 25,151 ) $ ( 955 ) $ 46,739 $ 47,287 $ 94,026

Net income / (loss)

- - - ( 5,113 ) - ( 5,113 ) 15,512 10,399

Other comprehensive (loss)

Other comprehensive income

- - - - 25 25 61 86

7 unchanged sentences

- - - ( 1,750 ) - ( 1,750 ) ( 4,344 ) ( 6,094 )

Convertible non-controlling interest investment

Redemption of convertible non-controlling interest units

- - - - - - ( 834 ) ( 834 )

7 unchanged sentences

- - - ( 129 ) - ( 129 ) 8,318 8,189

Other comprehensive income

Other comprehensive (loss)

- - - - ( 48 ) ( 48 ) ( 119 ) ( 167 )

Common stock issued, net

- 154 154 - 154

Acquisition / (surrender) of additional units of consolidated subsidiary, net

4 unchanged sentences

- - ( 54 ) - - ( 54 ) ( 135 ) ( 189 )

Investment of non-controlling interest of Operating LLC

Dividends/distributions to convertible non-controlling interest

2 unchanged sentences

- - - - - - ( 659 ) ( 659 )

Non-convertible non-controlling interest investment

- - - - - - 39 39

Non-convertible non-controlling interest distributions

25 unchanged sentences

( 677 ) 5,354 4,579

Other non-operating income - forgiveness of debt

- - ( 2,127 )

Change in operating assets and liabilities, net:

33 unchanged sentences

Distribution from equity method affiliate

1,026 2,091 77

Purchase of furniture, equipment, and leasehold improvements

3 unchanged sentences

Financing activities

Proceeds from draws on revolving credit facility

Repayment of redeemable financial instrument

( 2,573 ) - -

Proceeds from draws on revolving credit facility

Repayment of draws on revolving credit facility

3 unchanged sentences

- - ( 2,250 )

Repayment of redeemable financial instrument

- - ( 4,000 )

Cash used to net share settle equity awards

1 unchanged sentence

Proceeds from issuance of Common Stock

Purchase and retirement of Common Stock

Cohen & Company Inc.

( 1,873 ) ( 1,750 ) ( 2,558 )

Operating LLC non-controlling interest distributions

Convertible non-controlling interest distributions

( 4,819 ) ( 4,344 ) ( 6,485 )

Redemption of convertible non-controlling interest units

( 659 ) ( 834 ) -

Non-convertible non-controlling interest investment

55 unchanged sentences

Financial Group LLC, a wholly owned broker dealer subsidiary of JVB Holdings;

"CCFESA" refers to Cohen & Company Financial (Europe) S.A., a majority owned subsidiary regulated by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") in France;

"CCFESA" refers to Cohen & Company Financial (Europe) S.A., a consolidated subsidiary regulated by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") in France;

“CCFEL” refers to Cohen & Company Financial (Europe) Limited, a subsidiary formerly regulated by the Central Bank of Ireland.

“CCM,” a division of JVB, refers to Cohen & Company Capital Markets, the Company's full-service boutique investment bank, which focuses on M&A, underwriting, capital markets, and SPAC advisory services.

The Company’s business is organized into the following three business segments.

Capital Markets :

The Company’s 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.

The Company’s Capital Markets business segment consists primarily of fixed income sales, trading, gestation repo financing, underwriting, new issue placements in corporate and securitized products, and advisory services.

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

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”), CDO s, collateralized loan obligations (“CLOs”), collateralized bond obligations (“CBOs”), co llateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, U.S.

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 trust preferred securities (“TruPS”), whole loans, and other structured financial instruments.

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 operates its capital markets activities primarily through its subsidiaries:

JVB in the United States and CCFESA in Europe.

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

Asset Management :

The Company’s Asset Management business segment manages assets within CDOs, managed accounts, joint ventures, and investment funds (collectively referred to as “Investment Vehicles”).

The Company’s Asset Management business segment manages assets within collateralized debt obligations ("CDOs"), managed accounts, joint ventures, and investment funds (collectively referred to as “Investment Vehicles”).

A CDO is a form of secured borrowing.

5 unchanged sentences

The Company’s Principal Investing business segment is comprised of investments that the Company holds related to its SPAC franchise and other investments the Company has made for the purpose of earning an investment return rather than investments made to support the Company’s trading and other Capital Markets business segment activities.

In addition, the Company has received securities as consideration for advisory services provided by its Capital Markets business segment.

These investments are included in the Company’s other investments, at fair value;

4 unchanged sentences

Trading activities of the Company, 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 and derivatives classified as trading;

Revenue earned from the Company's gestation repo financing program;

New issue and advisory revenue comprised of (a) origination fees for newly created financial instruments originated by the Company:

(b) revenue from advisory services, and (c) revenue associated with arranging and placing the issuance of newly created financial instruments.

Revenue earned on the Company’s gestation repo financing program;

New issue and advisory revenue comprised of (a) origination fees for newly created financial instruments originated by the Company, (b) revenue from advisory services, (c) underwriting, and (d) revenue associated with arranging and placing the issuance of 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 received or acquired as part of CCM's activities.

Asset Management

6 unchanged sentences

Cohen & Company Financial Management, LLC (“CCFM”) is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment adviser to the Alesco III, Alesco IV, Alesco V, Alesco VI, and Alesco VIII CDOs.

Alesco CDOs invest in bank and insurance company TruPS as well as insurance company subordinated debt.

Alesco CDOs invest in bank and insurance company trust preferred securities ("TruPS") as well as insurance company subordinated debt.

CCFM also manages the SPAC Series Funds and managed the SPAC Fund.

6 unchanged sentences

JVB carries out the Company’s Capital Market business segment activities in the U.S.

CCFL was previously regulated by the United Kingdom Financial Conduct Authority (“FCA”).

CCFL in the past acted as asset manager and investment adviser to the Company’s Dekania Europe III CDO.

CCFL also carried out certain of the Company’s Capital Markets business segment activities in Europe including brokerage, advisory, and new issue services.

During 2020, CCFL reduced its permissions with the FCA and was no longer a regulated entity.

As a result, no capital requirement is necessary in the United Kingdom.

The Company dissolved CCFL in April 2022.

CCFESA is regulated by the ACPR, and performs asset management and capital market activities in France and the European Union.

CCFEL was regulated by the Central Bank of Ireland (“CBI”), and performed asset management and capital markets activities in Ireland and the European Union.

In 2021, the Company transferred CCFEL's activities to CCFESA and began the process of withdrawing from regulation under CBI.

As of December 31, 2023, CCFEL no longer carries out any regulated activity, having received approval of its withdrawal of authorizations from the CBI.

Cohen & Compagnie SAS (formerly Cohen Fréres SAS), the Company’s French subsidiary, acts as a credit research adviser to DCM and CCFESA in analyzing the creditworthiness of insurance companies and financial institutions in Europe with respect to all assets included in the Dekania Europe CDOs and certain other Investment Vehicles.

Cohen & Compagnie SAS (formerly Cohen Fréres SAS), the Company’s French subsidiary, acted as a credit research adviser to DCM and CCFESA in analyzing the creditworthiness of insurance companies and financial institutions in Europe with respect to all assets included in the Dekania Europe CDOs and certain other Investment Vehicles.

This entity was merged into CCFESA in 2023.

9 unchanged sentences

Certain prior period amounts have been reclassified to conform to the current period presentation.

CORRECTION OF AN IMMATERIAL ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

During the three months ended March 31, 2022, the Company determined that it had made an error when calculating its December 31, 2021 deferred tax asset and current tax payable related to its net operating loss carryforwards in certain local jurisdictions.

Accordingly, the Company recorded an adjustment in that period and revised the December 31, 2021 balances presented herein.

The below table shows the line items impacted and compares the amounts as previously stated to the revised amounts included in Item 1 of this report.

The balance sheet amounts shown below are as of December 31, 2021.

The income statement amounts are for the year ended December 31, 2021.

Balance Sheet

Deferred income taxes

$ 9,468 $ 11,513 $ 2,045

Accounts payable and other liabilities

$ 22,701 $ 22,819 $ 118

Accumulated deficit

$ ( 9,730 ) $ ( 9,204 ) $ 526

Non-controlling interest

$ 88,091 $ 89,492 $ 1,401

Income Statement

Income tax expense (benefit)

$ ( 1,614 ) $ ( 3,541 ) $ ( 1,927 )

Net Income (loss)

$ 72,111 $ 74,038 $ 1,927

Net Income attributable to non-controlling interests

$ 60,829 $ 62,230 $ 1,401

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

$ 11,282 $ 11,808 $ 526

Basic Earnings Per Share

$ 9.50 $ 9.95 $ 0.45

Diluted Earnings Per Share

$ 7.48 $ 7.83 $ 0.35

The Company’s management has evaluated subsequent events through the date of issuance of the Consolidated Financial Statements included herein.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 unchanged sentences

Earnings and loss are allocated to the Company and other members of the Operating LLC based on their economic interest rather than their voting interest.

For the years ended December 31, 2023, 2022, and 2021, 72.6 %.

73.45 %, and 70.61 %, respectively, of the Operating LLC’s income or loss were treated as a non-controlling interest as the result of the issuance of the additional equity interest in the Operating LLC during 2019.

For the years ended December 31, 2024, 2023, and 2022, 71.55 %, 72.60 %, and 72.45 %, respectively, of the Operating LLC’s income or loss were treated as a non-controlling interest as the result of the issuance of the additional equity interest in the Operating LLC during 2019.

See notes 21 and 31.

4 unchanged sentences

Adoption of New Accounting Standards

In December 2019, the FASB issued ASU 2019 - 12, Income Taxes (Topic 740 ):

Simplifying the Accounting for Income Taxes.

This ASU is intended to simplify accounting for income taxes.

It removes specific exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application.

The Company’s adoption of the provisions of ASU 2019 - 12, effective January 1, 2021, did not have an effect on the Company’s consolidated financial statements.

In January 2020, the FASB issued ASU 2020 - 01, Investments—Equity Securities (Topic 321 ), Investments—Equity Method and Joint Ventures (Topic 323 ), and Derivatives and Hedging (Topic 815 )—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 .

This ASU clarifies certain accounting certain topics impacted by Topic 321 Investments-Equity Securities.

These topics include measuring equity securities using the measurement alternative, how the measurement alternative should be applied to equity method accounting, and certain forward contracts and purchased options which would be accounted for under the equity method of accounting upon settlement or exercise.

The Company’s adoption of the provisions of ASU 2020 - 01, effective January 1, 2021, did not have an effect on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020 - 04 , Reference Rate Reform (Topic 848 ):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

Certain aspects of this topic were later enhanced and clarified in January 2021 when the FASB issued ASU 2021 - 01, Reference Rate Reform (Topic 848 ).

These ASUs provide temporary optional guidance to ease the burden in accounting for reference rate reform by providing optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offer Rate ("LIBOR") or another reference rate expected to be discontinued.

These ASUs are intended to help stakeholders during the global market-wide reference rate transition period and were to be in effect for a limited time through December 31, 2022.

In December 2022, FASB issued ASU 2022 - 06 ( Topic 848 ) and deferred the sunset date from December 31, 2022 to December 31, 2024.

The Company’s adoption of the provisions of ASU 2020 - 04 and ASU 2021 - 01, effective March 12, 2020, was on a prospective basis.

The adoption of these ASUs did not have a material impact on the Company's consolidated financial statements.

In October 2020, the FASB issued ASU 2020 - 08, Codification Improvements to Subtopic 310 - 20, Receivables—Nonrefundable Fees and Other Costs.

32 unchanged sentences

The Company's adoption of the provisions of ASU 2022 - 02, effective January 1, 2023, did not have an effect on the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU 2020 - 06, Debt — Debt with Conversion and Other Options (Subtopic 470 - 20 ) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815 - 40 ):

Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.

This ASU simplifies accounting for convertible instruments by removing major separation models currently required.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception.

The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas.

The Company's adoption of the provisions of ASU 2020 - 06, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements.

In June 2022, the FASB issued ASU 2022 - 03, Fair Value Measurement (Topic 820 ):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .

The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

Early adoption is permitted.

The Company's adoption of the provisions of ASU 2022 - 03, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements.

In March 2023, the FASB issued ASU 2023 - 02, Investments — Equity Method and Joint Ventures (Topic 323 ):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.

These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

The ASU responds to stakeholder feedback that the proportional amortization method provides investors and other allocators of capital with a better understanding of the returns from investments that are made primarily for the purpose of receiving income tax credits and other income tax benefits.

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 amendments in this ASU are designed to improve reportable segment disclosure requirements primarily through enhance disclosures about significant segment expenses and other segment items on an interim and annual basis.

The Company adopted ASU 2023 - 07 during the year ended December 31, 2024.

Cash and Cash Equivalents

16 unchanged sentences

For financial instruments held by JVB, the Company accounts for them under ASC 940 - 320.

ASC 940 - 320 requires all financial instruments be carried at fair value with unrealized and realized gains included recorded in the consolidated statement of operations.

ASC 940 - 320 requires all financial instruments to be carried at fair value with unrealized and realized gains included recorded in the consolidated statement of operations.

The main difference between ASC 940 - 320 and ASC 320 is that ASC 940 - 320 does not allow for available for sale or held to maturity treatment.

14 unchanged sentences

In those cases, the investment will be included as a component of other investments, at fair value in the consolidated balance sheet and unrealized and realized gains will be included as a component of principal transactions and other income in the in the consolidated statement of operations.

If the fair value is not readily determinable, the Company will account for the investment under the equity method.

If the fair value is not readily determined, the Company will account for the investment under the equity method.

In those cases, the investment will be included as a component of investments in equity method affiliates in the consolidated balance sheet and the Company will recognize its allocable share of the investee’s income or loss as a component of income / (loss) from equity method affiliates in the consolidated statement of operations.

13 unchanged sentences

Other investments sold, not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices.

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 to support 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 matched book operations or they are acquired as an economic hedge to investments classified as other investments, at fair value.

The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the statement of financial condition.

7 unchanged sentences

It is the Company’s policy to present the assets and liabilities o n a net basis if the conditions of ASC 210 are met.

However, in general the Company does not enter in to offsetting derivatives with the same counterparties.

However, in general the Company does not enter into offsetting derivatives with the same counterparties.

Derivative financial instruments are recorded at fair value.

18 unchanged sentences

The Company will classify the related derivative either within investments-trading or other investments, at fair value depending on where it intends to classify the investment once the trade settles.

The Company has engaged in several transactions known as share forward arrangements ("SFAs").

These transactions include the acquisition of financial instruments and an offsetting derivative.

Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount.

100 unchanged sentences

New issue and advisory

New issue and advisory revenue is comprised of (a) origination fees for newly created financial instruments originated by the Company:

(b) revenue from advisory services, and (c) revenue associated with arranging and placing the issuance of newly created financial instruments.

New issue and advisory revenue is comprised of (a) origination fees for newly created financial instruments originated by the Company, (b) revenue from advisory services, (c) revenue from underwriting, and (d) revenue associated with arranging and placing the issuance of newly created financial instruments.

New issue and advisory revenue is recognized when the Company’s performance obligations have been satisfied and collectability is reasonably assured.

Principal transactions and other income

3 unchanged sentences

These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange.

Dividend income is recognized on the ex-dividend date.

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 revenue from revenue sharing arrangements.

Dividend income is recorded on the ex-dividend date.

Interest Expense, net

136 unchanged sentences

• In all cases where the Company consolidated a sponsor entity, it has determined that the sponsor entity's private placement investment in the SPAC that it sponsored should be treated as an equity method investment during the SPAC's pre-business combination period.

Furthermore, due to the difficulty of determining the fair value of such an investment in the SPAC's pre-business combination period, the Company has chosen to not elect the fair value option.

Furthermore, due to the difficulty of determining the fair value of such an investment in the SPAC's pre-business combination period, the Company has chosen not to elect the fair value option.

• If a SPAC completed its business combination, the sponsor entity's investment in the SPAC was converted to a combination of unrestricted and restricted shares in the post-business combination SPAC.

20 unchanged sentences

Recent Accounting Developments

In August 2020, the FASB issued ASU 2020 - 06, Debt—Debt with Conversion and Other Options (Subtopic 470 - 20 ) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815 - 40 ):

Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.

This ASU simplifies accounting for convertible instruments by removing major separation models currently required.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception.

The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas.

This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The Company has determined the adoption of this standard will not have a material impact on its consolidated financial statements.

In June 2022, the FASB issued ASU 2022 - 03, Fair Value Measurement (Topic 820 ):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions .

This ASU is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

The Company has determined the adoption of this standard will not have a material impact on its consolidated financial statements.

In March 2023, the FASB issued ASU 2023 - 02, Investments — Equity Method and Joint Ventures (Topic 323 ):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.

This ASU is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

The Company has determined the adoption of this standard will not have a material impact on its consolidated financial statements.

In August 2023, the FASB issued ASU 2023 - 05, Business Combinations — Joint Venture Formations (Subtopic 805 - 60 ):

12 unchanged sentences

The Company is currently evaluating the new guidance to determine the impact it may have on the consolidated financial statements, which, is not expected to be material.

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU are designed to improve reportable segment disclosure requirements primarily through enhance disclosures about significant segment expenses.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ).

3 unchanged sentences

The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024 - 01, Compensation — Stock Compensation (Topic 718 ):

Scope Application of Profits Interest and Similar Awards .

The ASU provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for as share-based payment arrangements in accordance with FASB Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation .

The ASU is effective for public business entities for annual periods beginning after December 15, 2024 and interim periods with those annual periods.

The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024 - 02, Codification Improvements — Amendments to Remove References to the Concepts Statements.

The ASU amends the Codification to remove references to various concepts statements.

In most instances, the references are extraneous and not required to understand or apply the guidance.

In other instances, the references were used in prior Statements to provide guidance in certain topical areas.

The ASU is effective for public business entities for annual periods beginning after December 15, 2024.

The Company does not expect the adoption of this ASU to have a significant impact to the Company's consolidated financial statements.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement — Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses.

The ASU requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statements.

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.

The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024 - 04, Debt — Debt with Conversion and Other Options (Subtopic 470 - 20 ):

Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt.

The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods.

The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

OTHER RECENT EVENTS

On October 3, 2016, the Operating LLC entered into an investment agreement (the “JKD Investment Agreement”) as amended, by and between the Operating LLC and JKD Capital Partners I LTD ("JKD Investor"), pursuant to which JKD Investor agreed to invest up to $ 12,000 in the Operating LLC (the “JKD Investment”), $ 6,000 of which was invested upon the execution of the JKD Investment Agreement, an additional $ 1,000 was invested in January 2017, and an additional $ 1,268 was invested in January 2019.

The JKD Investor is owned by Jack J.

DiMaio, the vice chairman of the board of directors, and his spouse.

The Company recorded the JKD Investment as a redeemable financial instrument on the consolidated balance sheets.

Pursuant to the JKD Investment Agreement, upon the termination of the JKD Investment Agreement, the Operating LLC would pay to the JKD Investor an amount equal to the Investment Balance (as is defined in the JKD Investment Agreement) as of the day prior to such termination.

Effective September 1, 2024, the Operating LLC and the JKD Investor entered into a Redemption Agreement (the “Redemption Agreement”), pursuant to which, the JKD Investment Agreement was redeemed and terminated in its entirety.

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

Pursuant to the terms and conditions of the Redemption Agreement, the Operating LLC (i) paid to JKD Investor $ 2,573 of the outstanding amount in cash;

and (ii) the Company issued to JKD Investor a senior promissory note (the “2024 Note”) in the aggregate principal amount of $ 5,146 representing the remaining balance of the JKD Investment.

Effective September1, 2024, as is noted immediately above, the Company issued to JKD Investor the 2024 Note pursuant to the Redemption Agreement.

The 2024 Note evidences the Operating LLC’s obligation to repay to the JKD Investor the original principal amount of $ 5,146 .

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.

The 2024 Note accrues interest on the unpaid principal amount from September 1, 2024 until maturity at a rate equal to 12 % per year.

Interest on the 2024 Note is payable in cash quarterly on each January 1, April 1, July 1, and October 1, commencing on October 1, 2024.

Under the 2024 Note, upon the occurrence or existence of any “Event of Default” thereunder, the outstanding principal amount is (or in certain instances, at the option of the holder thereof, may be) immediately accelerated.

Further, upon the occurrence of any Event of Default under the 2024 Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the 2024 Note will bear interest at a rate equal to 13 % per year.

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 from the Operating LLC to the holder of the 2024 Note, be prepaid in whole or in part at any time following January 31, 2025 without the prior written consent of the holder of the 2024 Note and without penalty or premium.

Consolidation of the SPAC Fund

2 unchanged sentences

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

The Company owns an interest in and consolidates the Vellar GP effective April 1, 2023, the Company began consolidating the SPAC Fund as well.

The Company owns an interest in and consolidates the Vellar GP, and effective April 1, 2023, the Company began consolidating the SPAC Fund as well.

The Company recorded the following entry upon consolidation:

7 unchanged sentences

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

See note 31 for discussion of sale of the Company's interest in Vellar GP subsequent to year end.

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 the Company’s board of directors, and his spouse.

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

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

40 unchanged sentences

December 31, 2023

Deposits with clearing organizations

Deposits with clearing agencies

Unsettled regular way trades, net

8 unchanged sentences

December 31, 2023

Unsettled regular way trades, net

Margin payable

2 unchanged sentences

$ 66,655 $ 111,085

Deposits with clearing organizations represent contractual amounts the Company is required to deposit with its clearing agents.

Deposits with clearing agencies represent contractual amounts the Company is required to deposit with its clearing agents.

Securities transactions that settle in the regular way are recorded on the trade date, as if they had settled.

1 unchanged sentence

The related amounts receivable and payable for unsettled securities transactions are recorded net in receivables from or payables to brokers, dealers, and clearing agencies on the Company’s consolidated balance sheets.

Receivables from clearing organizations are primarily comprised of cash received by the Company upon execution of short trades that is restricted from withdrawal by the clearing agent.

Receivables from clearing agencies are primarily comprised of cash received by the Company upon execution of short trades that is restricted from withdrawal by the clearing agent.

Margin payable represents amounts borrowed from Pershing, LLC to finance the Company’s trading portfolio.

7 unchanged sentences

December 31, 2023

Asset management fees receivable

New issue fee and advisory fee receivable - gross

$ 3,408 $ 1,181

New issue and advisory fees receivable

Cash collateral due from repo and/or reverse repo counterparties

Allowance for credit losses

New issue fee and advisory fee receivable - net

Asset management fees receivable

Accrued interest receivable

4 unchanged sentences

$ 6,526 $ 5,373

New issue and advisory fees receivable represent amounts owed to JVB from various counterparties for services rendered.

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.

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.

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.

Asset management fees receivable are of a routine and short-term nature.

These amounts are generally accrued monthly and paid on a monthly or quarterly basis.

New issue fees receivable represents fees due for new issue and advisory services.

When the Company enters into a reverse repo, the Company obtains collateral in excess of the principal of the reverse repo.

The Company accepts collateral in the form of liquid securities or cash.

If the value of the securities the Company receives as collateral increases, the Company’s reverse repo counterparties may request a return of a portion of their collateral with a value of such increases.

In some cases, the Company will return to such reverse repo counterparties cash instead of securities.

In that case, the Company includes the cash returned as a component of other receivables (cash due from counterparties).

When the Company enters into repo transactions, the Company provides collateral to the Company’s repo counterparties in excess of the principal balance of the repo.

The Company’s counterparties accept collateral in the form of liquid securities or cash.

To the extent the Company provides the collateral in cash, the Company includes it as a component of other receivables (cash due from counterparties).

Accrued interest receivable represents interest and dividends accrued on the Company’s investment securities included as a component of investments-trading or other investments, at fair value.

13 unchanged sentences

Equity securities

Foreign government bond

Municipal bonds

1 unchanged sentence

Residential mortgage loans

government agency debt securities

government agency MBS and CMOs

45,911 88,000

government agency debt securities

Treasury securities

1 unchanged sentence

$ 148,332 $ 181,328

Substantially all of the Company's investments-trading serve as collateral for the Company's margin loan payable.

Substantially all of the Company's investments-trading other than SBA loans serve as collateral for the Company's margin loan payable.

The SBA loans serve as collateral for the Company's repurchase obligations.

Trading Securities Sold, Not Yet Purchased

8 unchanged sentences

government agency debt securities

government agency MBS and CMOs

Treasury securities

15 unchanged sentences

Corporate bonds and redeemable preferred stock

Fair value receivables

Notes receivable

Interests in SPVs

2 unchanged sentences

$ 35,262 $ 72,217

As of December 31, 2023 , $ 26,079 of unrestricted equity securities, $ 1,447 of equity derivatives, and $ 6,278 of the fair value receivables represented long positions related to share forward arrangements entered into by the Company.

As of December 31, 2022, there were no other investments, at fair value related to share forward arrangements.

See description of share forward arrangements in note 10.

Fair value receivables represent receivables (including receivables that are convertible into equity shares) from various counterparties in connection with the Company's advisory business.

As of December 31, 2024 , $ 470 of unrestricted equity securities represented long positions related to share forward arrangements (“SFAs”) entered into by the Company.

As of December 31, 2023, $ 26,079 of unrestricted equity securities, $ 1,447 of equity derivatives , and $ 6,278 of the fair value receivables represented long positions related to SFAs entered into by the Company.

Notes receivable include convertible and non-convertible notes receivable from various counterparties in connection with the Company's advisory business and SFAs that may be convertible into equity shares.

These receivables are carried at fair value.

3 unchanged sentences

See note 9 for discussion of the determination of fair value.

Other Investments Sold, Not Yet Purchased

A total of $ 1,721 and $ 946 of the amounts shown in other investments, at fair value above serve as collateral for the Company's margin loan payable for the years ended December 31, 2024 and 2023 , respectively.

Other Investments Sold, Not Yet Purchased

OTHER INVESTMENTS SOLD, NOT YET PURCHASED

(Dollars in Thousands)

2 unchanged sentences

Equity securities

$ 1,181 $ 347

Share forward liabilities

30 unchanged sentences

As a result, the unrealized gains and losses for assets and liabilities within the level 3 category that may be presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The following tables present information about the Company’s assets and liabilities measured at fair value as of December 31, 2023 and 2022 , and indicates the valuation hierarchy of the valuation techniques utilized by the Company to determine such fair value.

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.

FAIR VALUE MEASUREMENTS ON A RECURRING BASIS

10 unchanged sentences

965 352 613 -

Foreign government bond

Municipal bonds

19,914 - 19,914 -

Residential mortgage loans

28,328 - 28,328 -

government agency debt securities

6,567 - 6,567 -

government agency MBS and CMOs

45,911 - 45,911 -

Treasury securities

government agency debt securities

21,242 - 21,242 -

5 unchanged sentences

Equity derivatives

1,447 - 1,447 -

Restricted equity securities

1 unchanged sentence

Corporate bonds and redeemable preferred stock

Fair value receivables

Notes receivable

11,250 - 11,250 -

1 unchanged sentence

26,005 $ 8,676 $ 17,329 $ -

Residential loans

64,327 $ 38,038 $ 26,289 $ -

Investments measured at NAV (1)

5 unchanged sentences

Equity securities

government agency MBS and CMOs

government agency debt securities

Treasury securities

6 unchanged sentences

Share forward liabilities

24,645 - 24,645 -

Total other investments, sold not yet purchased

13 unchanged sentences

Investments-trading:

$ 1 $ - $ 1 $ -

Corporate bonds and redeemable preferred stock

2 unchanged sentences

Equity securities

928 639 289 -

Municipal bonds

2 unchanged sentences

3,113 - 3,113 -

government agency debt securities

19,683 - 19,683 -

government agency MBS and CMOs

88,000 - 88,000 -

government agency debt securities

6,567 - 6,567 -

Treasury securities

5 unchanged sentences

$ 38,038 $ 38,038 $ - $ -

Equity derivatives

Restricted equity securities

1 unchanged sentence

Corporate bonds and redeemable preferred stock

Notes receivable

Interests in SPVs

12,609 12,609

Residential loans

7 unchanged sentences

Equity securities

Government Agency debt

government agency MBS and CMOs

Treasury securities

3 unchanged sentences

Other investments, sold not yet purchased:

Equity securities

$ 347 $ 347 $ - $ -

Share forward liabilities

24,395 - 24,395 -

Total other investments, sold not yet purchased

1 unchanged sentence

As a practical expedient, the Company uses NAV (or its equivalent) to measure the fair value of its investments in the U.S.

Insurance JV, the SPAC Fund, and the CREO JV.

Insurance JV and the CREO JV.

Insurance JV invests in USD denominated debt issued by small insurance and reinsurance companies.

The SPAC Fund invested in equity securities of SPACs.

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

2 unchanged sentences

The discussion that follows applies regardless of whether the instrument is included in investments-trading;

other investments sold, not yet purchased;

other investments, at fair value;

or trading securities sold, not yet purchased.

CLOs, CDOs, and ABS :

CLOs, CDOs, and ABS are interests in securitizations.

ABS may include, but are not limited to, securities backed by auto loans, credit card receivables, or student loans.

When the Company is able to obtain independent market quotations from at least two broker-dealers and where a price within the range of at least two broker-dealers is used or market price quotations from third -party pricing services are used, these interests in securitizations will generally be classified within level 2 of the valuation hierarchy.

These valuations are based on a market approach.

The independent market quotations from broker-dealers are generally nonbinding.

The Company seeks quotations from broker-dealers that historically have actively traded, monitored, issued, and been knowledgeable about the interests in securitizations.

The Company generally believes to the extent that it (i) receives two quotations in a similar range from broker-dealers knowledgeable about these interests in securitizations and (ii) considers the broker-dealers gather and utilize observable market information such as new issue activity in the primary market, trading activity in the secondary market, credit spreads versus historical levels, bid-ask spreads, and price consensus among market participants and sources, then classification within level 2 of the valuation hierarchy is appropriate.

In the absence of two broker-dealer market quotations, a single broker-dealer market quotation may be used without corroboration of the quote, in which case the Company generally classifies the fair value within level 3 of the valuation hierarchy.

If quotations are unavailable, prices observed by the Company for recently executed market transactions or valuation models prepared by the Company’s management may be used, which are based on an income approach.

These models prepared by the Company’s management include estimates and the valuations derived from them could differ materially from amounts realizable in an open market exchange.

Each CLO and CDO position is evaluated independently taking into consideration available comparable market levels, underlying collateral performance and pricing, deal structures, and liquidity.

Fair values based on internal valuation models prepared by the Company’s management are generally classified within level 3 of the valuation hierarchy.

Establishing fair value is inherently subjective (given the volatile and sometimes illiquid markets for certain interests in securitizations) and requires management to make a number of assumptions, including assumptions about the future of interest rates, discount rates, and the timing of cash flows.

The assumptions the Company applies are specific to each security.

Although the Company may rely on internal calculations to compute the fair value of certain interest in securitizations, the Company requests and considers indications of fair value from third -party pricing services to assist in the valuation process.

Corporate Bonds and Redeemable Preferred Stock :

6 unchanged sentences

These are securities that are traded on a recognized liquid exchange and the Company classifies their fair value within level 1 of the valuation hierarchy.

The fair value of equity securities that represent investments in privately held companies are generally determined either (i) based on a valuation model or (ii) based on recently observed transactions in the same instrument or similar instrument that we hold.

The fair value of equity securities that represent investments in privately held companies is generally determined either (i) based on a valuation model or (ii) based on recently observed transactions in the same instrument or similar instrument that the Company holds.

These valuations are generally classified within either level 2 or level 3 of the valuation hierarchy.

6 unchanged sentences

When measured at fair value using an orderly observable market transaction, it will generally be classified as level 1 in the valuation hierarchy.

Otherwise, it will be classified as level 2.

Otherwise, it will be classified as level 2 of the valuation hierarchy.

Restricted Equity Securities :

2 unchanged sentences

The Company determines the fair value by utilizing a model that starts with the publicly traded share price but then applies a discount based on a Monte Carlo simulation.

The inputs to this model are observable so the Company classifies these securities within level 2 of the valuation hierarchy.

The inputs to this model are observable so the Company generally classifies these securities within level 2 of the valuation hierarchy.

If the restriction is short and deemed immaterial, the Company will determine fair value to be equal to the publicly traded share price without discount and will classify the securities within level 1 of the hierarchy.

The Company is not allowed to sell these shares during the restriction period and there is no certainty as to when these hurdles will be met or if they will be met at all.

Fair value receivables :

Notes receivable :

Notes receivable includes convertible and non-convertible notes.

The Company values these instruments using a model.

1 unchanged sentence

In the case where the receivable is convertible into counterparty equity, additional inputs include the counterparty’s share price, volatility, and the risk free rate of return.

The inputs to this model are observable so the Company classifies these securities within level 2 of the hierarchy.

Foreign Government Bonds :

The fair value of foreign government bonds is estimated using valuations provided by third -party pricing services and classifies the fair value within level 2 of the valuation hierarchy.

The inputs to this model are observable so the Company classifies these securities within level 2 of the valuation hierarchy.

Foreign Government Bond :

The fair value of foreign government bond is estimated using valuations provided by third -party pricing services and classifies the fair value within level 2 of the valuation hierarchy.

Interests in SPVs :

The Company values these instruments using a model.

The model first determines the value of the SPV's convertible note interest in the counterparty and then determines what portion of that fair value is allocable to the Company’s interest in the SPV.

The Company determines the fair value of the convertible note using a model which utilizes a Monte Carlo simulation.

The model first determines the fair value of the financial instruments in the SPV and then determines what portion of that fair value is allocable to the Company’s interest in the SPV.

If appropriate, the Company determines the fair value of the financial instruments held by the SPV using a model which may include a Monte Carlo simulation.

The main inputs are the counterparty’s share price, volatility, risk-free rate of return, and risk-based cash flow discount rates.

16 unchanged sentences

The Company generally classifies the fair value of these securities based on third -party quotations within level 2 of the valuation hierarchy.

The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices, internal valuation models using observable inputs, or market price quotations from third party pricing services.

The Company generally classifies these investments within level 2 of the valuation hierarchy.

Government Agency MBS and CMOs :

15 unchanged sentences

The Company classifies the fair value of these securities within level 1 of the valuation hierarchy.

Derivatives :

TBAs and Other Forward Agency MBS Contracts

5 unchanged sentences

Other Extended Settlement Trades

When the Company buys or sells a financial instrument that will not settle in the regular time period, the Company will account for that purchase or sale on the settlement date rather than the trade date.

When the Company buys or sells a financial instrument that will not be settled in the regular time period, the Company will account for that purchase or sale on the settlement date rather than the trade date.

In those cases, the Company accounts for the transaction between trade date and settlement date as a derivative (as either a purchase commitment or sale commitment).

2 unchanged sentences

Equity Derivatives

The Company may enter into equity derivatives which include listed options as well as other derivative transactions with an equity instrument as the underlying.

Listed options are traded on a recognized liquid exchange and the Company classifies their fair value within level 1 of the valuation hierarchy.

The Company may enter into equity derivatives, which include listed options as well as other derivative transactions with an underlying equity instrument.

Listed options are traded on a recognized liquid exchange and the Company classifies the fair value of these securities within level 1 of the valuation hierarchy.

Other equity derivatives (where the underlying equity instrument is publicly traded but the derivative itself is not ) are classified within level 2 of the valuation hierarchy.

28 unchanged sentences

3,107 N/A N/A N/A

SPAC Fund (c)

527 NA Quarterly after 1 year lock up 30 days

N/A – Not applicable.

1 unchanged sentence

Insurance JV invests in USD denominated debt issued by small and medium sized insurance and reinsurance companies.

The SPAC Fund invested in equity interests of SPACs.

DERIVATIVE FINANCIAL INSTRUMENTS

2 unchanged sentences

A significant portion of the Company’s equity holdings are carried at fair value.

The Company hedges a portion of this exposure by entering into equity derivatives such as puts and short call options from time to time.

These derivative positions are carried at fair value as a component of other investments, at fair value and other investments sold, not yet purchased in the Company’s consolidated balance sheets.

From time to time, the Company hedges a portion of this exposure by entering into equity derivatives such as puts and short call options.

These derivative positions are held at fair value as a component of other investments, at fair value and other investments sold, not yet purchased in the Company’s consolidated balance sheets.

As of December 31, 2024 and December 31, 2023 , the Company had no options.

3 unchanged sentences

All equity derivatives are carried at fair value as a component of other investments, at fair value or other investments sold, not yet purchased in the Company’s consolidated balance sheets.

As of December 31, 2023 and December 31, 2022 , the Company had no embedded equity derivatives.

The Company also hedges a portion of the exposure from these equity investments by entering into short trades.

These short trades are not treated as derivatives and are carried as a component of other investments sold, not yet purchased.

As of December 31, 2024 and December 31, 2023 , the Company had equity derivatives included in other investments at fair value of $ 73 and $ 1,447 , respectively.

The Company may hedge a portion of the exposure from these equity investments by entering into short trades.

These short trades are not treated as derivatives and are carried as a component of other investments sold, not yet purchased in the Company's consolidated balance sheets.

TBAs and Other Forward Agency MBS Contracts

13 unchanged sentences

The Company will record an unrealized gain or unrealized loss on the derivative for the difference between the fair value of the underlying financial instrument as of the reporting date and the agreed upon transaction price.

As of December 31, 2023 and December 31, 2022 , the Company had no open forward purchase or sale commitments.

As of December 31, 2024 , the Company had open forward purchase commitments in the notional amount of $ 1,593 and open forward sales commitments in the notional amount of $ 0 .

At December 31, 2023 , the Company had no open forward purchase or sale commitments.

Foreign Currency Forward Contracts

20 unchanged sentences

( 470 ) ( 24,645 )

$ 389 $ ( 22,447 )

The following table presents the Company’s derivative financial instruments and the amount and location of the net gain (loss) recognized in the consolidated statement of operations.

9 unchanged sentences

Principal transactions and other income (loss)

603 - ( 233 )

Share forward liabilities

1 unchanged sentence

22,871 108,084 -

$ 28,101 $ 112,620 $ 8,883

The share forward liabilities offset certain long positions included as a component of other investments, at fair value.

1 unchanged sentence

$ 20,919 ) and (

$ 83,707 ) for the

twelve months ended

1 unchanged sentence

2023, respectively.

Share Forward Arrangements

The Company has engaged in several transactions known as “share forward arrangements” (“SFAs”).

The Company has engaged in several transactions known as SFAs.

In a typical SFA transaction, the Company acquires an interest in a publicly traded company (referred to as the “SFA Counterparty”) through open market purchases, direct acquisitions from the SFA Counterparty, or a combination thereof.

These interests can take the form of unrestricted common shares, restricted common shares, equity derivatives, or fair value receivables.

These interests can take the form of unrestricted common shares, restricted common shares, equity derivatives, or notes receivable.

Upon acquiring these interests, the Company enters into an SFA derivative arrangement with the SFA Counterparty.

In cases where the Company acquires its interests in the SFA Counterparty through open market purchases, the SFA generally requires an up-front payment to the Company from the SFA Counterparty.

The amount of this up-front payment equals the cost the Company paid for our interests in the SFA Counterparty, less a shortfall amount in certain cases.

The amount of this payment equals the cost paid by the Company paid for those interests, less a shortfall amount in certain cases.

To fund the shortfall portion of the initial investment, the Company will utilize available cash on hand or available financing.

The SFA stipulates that the Company must make a payment to the SFA Counterparty on or subsequent to a certain maturity date.

Depending on the terms of the SFA, this payment may be made in cash, by returning the interests the Company acquired in the SFA Counterparty, or through a combination of both.

The SFA stipulates that the Company must make a payment to the SFA Counterparty on a certain maturity date.

Depending on the terms of the SFA, this payment may be made in cash, by returning the acquired interests, or through a combination of both.

In some cases, the SFA requires the payment to be made exclusively in cash.

Importantly, the SFA does not obligate the Company to hold the interests which it acquired in the SFA Counterparty.

Following the execution of the SFA, the Company is free to sell the interests it acquired in the SFA Counterparty (assuming the interests themselves are not restricted from transfer).

Additionally, SFAs generally include a feature whereby if the Company holds the interests it acquired in the SFA Counterparty until maturity or another agreed-upon date, the Company becomes eligible to receive an additional payment from the SFA Counterparty, either in cash or in additional interests in the SFA Counterparty.

Such a payment is known as the “Maturity Consideration.” Furthermore, SFAs usually include a provision allowing the Company to terminate the SFA, either in whole or in part, before its maturity by making an agreed-upon payment based on an amount defined in the SFA (the “Reset Price”).

Importantly, the SFA does not obligate the Company to hold the interests that it acquired in the SFA Counterparty.

Following the execution of the SFA, the Company is free to sell the interests in the SFA Counterparty (assuming the interests themselves are not restricted from transfer).

Additionally, SFAs generally include a feature whereby if the Company holds the interests in the SFA Counterparty that it acquired until maturity or another agreed-upon date, the Company becomes eligible to receive an additional payment from the SFA Counterparty, either in cash or in additional interests in the SFA Counterparty.

Such a payment is known as the “Maturity Consideration.”

Furthermore, SFAs usually include a provision allowing the Company to terminate the SFA, either in whole or in part, before its maturity by making an agreed-upon payment based on an amount defined in the SFA (the “Reset Price”).

The Reset Price may either remain fixed throughout the term of the SFA, or fluctuate based on certain calculations within the SFA.

SFAs also impose various obligations on the SFA Counterparty, which may include registering a predetermined number of the interests in the SFA Counterparty (subject to the SFA) with the SEC, maintaining the listing of the SFA Counterparty securities on a national exchange, and/or that the closing price of the SFA Counterparty’s shares on the public exchange does not fall below a predetermined price for a specific period of time.

If any of these SFA Counterparty obligations are breached or not satisfied, the Company may have the right to terminate the SFA and accelerate the payment of the Maturity Consideration upon termination.

The SFAs provide the right of set off in the case of Maturity Consideration, thereby allowing the Company to keep the interests we hold in the SFA Counterparty and offset the Maturity Consideration it is owed following termination of the applicable SFA.

SFAs also impose various obligations on the SFA Counterparty, that may include registering a predetermined number of the interests in the SFA Counterparty (subject to the SFA) with the SEC, maintaining a listing of the SFA Counterparty securities on a national exchange, and/or that the closing price of the SFA Counterparty’s shares on the public exchange does not fall below a predetermined price for a specific period of time.

If any of these SFA Counterparty obligations are breached or not satisfied, the Company may have the right to terminate the SFA early and accelerate the payment of the Maturity Consideration upon termination.

The SFAs provide the right of set off in the case of Maturity Consideration, thereby allowing the Company to keep the interests it holds in the SFA Counterparty and offset the Maturity Consideration it is owed following termination of the applicable SFA.

The Company accounts for SFA transactions as follows:

The interests in public companies that it owns are carried at fair value.

Refer to note 9 for further details on determining the fair value of unrestricted common shares, restricted common shares, equity derivatives, or fair value receivables.

Refer to note 9 for further details on determining the fair value of unrestricted common shares, restricted common shares, equity derivatives, or note receivable.

The derivative obligation arising from the SFA is also carried at fair value.

13 unchanged sentences

Equity securities

$ 470 $ 26,079

Equity derivatives

Fair value receivables

Notes receivable

Share forward liabilities

Net fair value of share forward arrangements

$ 470 $ 9,159

The Company entered into SFAs primarily through its consolidated subsidiary, Vellar GP.

See note 31 for discussion of sale of the Company's interest in Vellar GP subsequent to year end.

Therefore, the Company does not expect to have significant SFA activity in the future.

COLLATERALIZED SECURITIES TRANSACTIONS

Matched Book Repo Business

The Company enters into repos and reverse repos as part of its matched book repo business.

In general, the Company will lend money to a counterparty after obtaining collateral securities from that counterparty pursuant to a reverse repo.

The Company will borrow money from another counterparty using the same collateral securities pursuant to a repo.

The Company seeks to earn net interest income on these transactions.

Until the fourth quarter 2021, the Company categorized its matched book repo business into two major groups:

gestation repo and GCF repo.

In the fourth quarter 2021, the Company wound down its GCF repo business.

Gestation Repo

10 unchanged sentences

Similar to the on balance sheet repo, the Company first executes a reverse repo with the borrower and a matching repo (with the same collateral and maturity date) with the lender.

However, in this case, all three parties (borrower, lender, and the Company) simultaneously enter into an assignment agreement.

However, in this case, all three parties (the borrower, the lender, and the Company) simultaneously enter into an assignment agreement.

The effect of this assignment is to remove the Company as principal to the reverse repo and repo and have the lender and borrower directly face each other in a repo trade.

6 unchanged sentences

The Company took possession of the collateral and began liquidating it.

As of December 31, 2023 and 2022, the Company had liquidated all the collateral with the exception of $ 3,113 and $ 13,506 , respectively, of residential mortgage loans.

These loans are carried at fair value and are included in investments-trading in the consolidated balance sheets.

All of the remaining collateral was liquidated in 2024.

As of December 31, 2024, the Company had liquidated all of the collateral residential mortgage loans.

As of December 31, 2023, the Company held $ 3,113 of collateral residential mortgage loans.

The loans were carried at fair value and included in investments-trading in the consolidated balance sheets.

During the year ended December 31, 2022, the Company recorded a gross loss of $ 5,454 in connection with the FGMC reverse repo.

4 unchanged sentences

During the year ended December 31, 2022, the net impact to earnings was $ 3,701 .

During the year ended December 31, 2023, the Company recorded an additional loss of $ 1,752 , which was included as a component of net trading revenue related to the decline in fair value of the remaining collateral.

In October 2017, the Company became a full netting member of the FICC’s Government Securities Division.

As a full netting member of the FICC, the Company had access to the FICC’s GCF repo service that provides netting and settlement services for repo transactions where the underlying security is general collateral (primarily U.S.

Treasuries and U.S.

Agency securities).

The Company began entering into matched book GCF repo transactions in November 2017.

The borrowers (the reverse repo counterparties) were a diverse group of financial institutions including hedge funds, registered investment funds, REITs, and other similar counterparties.

The lenders (the repo counterparties) were the FICC and other large financial institutions.

The Company used Bank of New York (“BONY”) as its settlement agent for its GCF repo matched book transactions.

The Company was considered self-clearing for this business.

In October 2021, primarily due to reduced spreads in the repo market for GCF collateral, the Company decided to wind down this business, which was completed by December 31, 2021.

As of December 31, 2022, the carrying value of the Company's GCF reverse repurchase agreements and repurchase agreements were zero.

In conjunction with the Company’s GCF repo business, on October 19, 2018, the Company and BONY entered into an intraday lending facility.

The lending facility allowed for BONY to advance funds to JVB in order to facilitate the settlement of GCF repo transactions.

In conjunction with the wind down of the GCF repo business, the Company terminated this facility during 2021.

During the years ended December 31, 2023 and 2024, the Company recorded additional losses of $ 1,752 and $ 4 , respectively, which were included as a component of net trading revenue related to the decline in fair value of the remaining collateral.

Other Repo Transactions

3 unchanged sentences

no clearing broker is involved.

Concentration

In the gestation repo business, the demand for borrowed funds is generated by the reverse repo counterparty and the supply of funds is provided by the repo counterparty.

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 Company also has a limited number of repo counterparties in the gestation repo business.

However, this is primarily a function of the limited number of reverse repo counterparties with whom the Company conducts this business rather than a reflection of a limited supply of funds.

Therefore, the Company considers the gestation repo business to be concentrated on the demand side.

Repo Information

4 unchanged sentences

ASC 210 provides the option to present reverse repo and repo on a net basis if certain netting conditions are met.

The Company presents all repo and reverse repo transactions as well as counterparty cash collateral (see notes 7 and 17 ) on a gross basis even if the underlying netting conditions are met.

The Company presents all repo and reverse repo transactions as well as counterparty cash collateral (see note 17 ) on a gross basis even if the underlying netting conditions are met.

The amounts in the table below are presented on a gross basis.

12 unchanged sentences

$ - $ 667,548 $ - $ - $ 667,548

28,418 - - - 28,418

$ 28,418 $ 667,548 $ - $ - $ 695,966

Reverse Repurchase Agreements

21 unchanged sentences

Remaining Contractual Maturity of the Agreements

Collateral Type:

Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total

MBS (gestation repo)

2 unchanged sentences

The weighted average interest rate of the reverse repurchase agreements outstanding as of December 31, 2023 was 6.87 %.

Concentration

In the matched book repo business, the demand for borrowed funds is generated by the reverse repo counterparty and the supply of funds is provided by the repo counterparty.

On the demand side, the Company did not consider its GCF repo business to be concentrated because the Company’s reverse repo counterparties were comprised of a diverse group of financial institutions.

On the supply side, the Company obtained a significant amount of its funds from the FICC.

Therefore, during the periods the Company operated a GCF repo business, it considered that business to be concentrated from the supply side of the business.

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, 2023 and 2022 , the Company’s gestation reverse repos shown in the tables below represented balances from 7 and 8 counterparties, respectively.

The Company also has a limited number of repo counterparties in the gestation repo business.

However, this is primarily a function of the limited number of reverse repo counterparties with whom the Company conducts this business rather than a reflection of a limited supply of funds.

Therefore, the Company considers the gestation repo business to be concentrated on the demand side.

INVESTMENTS IN EQUITY METHOD AFFILIATES

11 unchanged sentences

(Dollars in Thousands)

Insurance SPACs

Insurance SPAC III

Dutch Real Estate Entities

23 unchanged sentences

Investments / advances

- - 1,896 1,896

Distributions / repayments

6 unchanged sentences

$ - $ 5,105 $ 18,325 $ 23,430

Insurance SPACs represent the Company's consolidated subsidiaries' equity method investments in two sponsored insurance SPACs:

(i) INSU Acquisition Corp.

II (“Insurance SPAC II”), which completed its $ 250 million IPO in September 2020 and closed its business combination on February 9, 2021 with Metromile, Inc., a digital insurance platform and pay-by-mile auto insurer ("MetroMile") (subsequently, MetroMile was acquired by Lemonade, Inc.

(NASDAQ:LMND)), and (ii) INSU Acquisition Corp.

III (Insurance SPAC III"), which completed its $ 218 million IPO in December 2020 and was liquidated in December 2022 without completing a business combination within the required time period.

Insurance SPAC III represents the Company's consolidated subsidiaries' equity method investments in INSU Acquisition Corp.

III, which completed its IPO in December 2020 and was liquidated in December 2022 without completing a business combination within the required time period.

Dutch Real Estate Entities includes:

42 unchanged sentences

In December 2023, the Company executed a second amendment ("Second Lease Amendment") to its 3 Columbus Circle LLC original lease agreement.

The Second Lease Amendment provides for the Company to lease additional space in the building in conjunction with surrendering certain currently occupied premises.

The Second Lease Amendment provides for the landlord, at its sole cost and expense and without charge to the Company, to perform certain work expressly set forth in the Second Lease Amendment.

The commencement date for the new lease is defined in the Second Lease Amendment as the date the landlord delivers to the Company the additional space as defined in the Second Lease Amendment with the landlord's work substantially complete, which is anticipated to be before December 31, 2024.

The cash flow payments and related lease liability pertaining to the Lease Amendment are not included in the table and amounts presented above.

The Second Lease Amendment provided for the Company to lease additional space in the building in conjunction with surrendering certain currently occupied premises.

The Second Lease Amendment provided for the landlord, at its sole cost and expense and without charge to the Company, to perform certain work expressly set forth in the Second Lease Amendment.

The cash flow payments and related lease liability pertaining to the Second Lease Amendment are included in the table and amounts presented above.

Other assets consisted of the following.

13 unchanged sentences

FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET

Furniture, equipment, and leasehold improvements, net, which are included as a component of other assets on the consolidated balance sheets, are as follows.

Furniture, equipment, and leasehold improvements, net, which are included as a component of other assets on the consolidated balance sheets, were as follows.

FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET

32 unchanged sentences

See notes 19 and 20.

Cash collateral from repo and or reverse repo counterparties represents collateral received by the Company, which is owed back to reverse repurchase agreement counterparties.

When the Company enters into a reverse repo, the Company obtains collateral in excess of the principal of the reverse repo.

1 unchanged sentence

To the extent the Company receives cash collateral, the Company includes it as a component of other liabilities in the table above.

When the Company enters into repo transactions, the Company provides collateral to the Company’s repo counterparty in excess of the principal balance of the repo.

If the value of the securities the Company provides as collateral increases, the Company may request a return of its collateral with a value equal to such increase.

In some cases, the repo counterparty will return cash instead of securities.

In that case, the Company includes the cash returned as a component of other liabilities in the table above.

VARIABLE INTEREST ENTITIES

7 unchanged sentences

Cash and cash equivalents

Due from broker

Other receivables

Receivables from brokers, dealers, and clearing agencies

Other investments, at fair value

Investment in equity method affiliates

Accounts payable and other liabilities

Other investments sold, not yet purchased

( 1,591 ) ( 24,396 )

Non-controlling interest

1 unchanged sentence

Investment in consolidated VIEs

$ 10,738 $ 3,255

The maximum potential loss the Company could incur related to the consolidated VIEs is the investment in the consolidated VIEs shown in the table above.

34 unchanged sentences

December 31, 2023

$ 7,868 $ 7,868

JKD Capital Partners I LTD Amendments

On October 3, 2016, the Operating LLC entered into an investment agreement (the “JKD Investment Agreement”), by and between Operating LLC and JKD Investor, pursuant to which the JKD Investor agreed to invest up to $ 12,000 in the Operating LLC (the “JKD Investment”), $ 6,000 of which was invested upon the execution of the JKD Investment Agreement, an additional $ 1,000 was invested in January 2017, and an additional $ 1,268 was invested on January 9, 2019.

The JKD Investor is owned by Jack DiMaio, the vice chairman of the Company’s board of directors, and his spouse.

In exchange for the JKD Investment, the Operating LLC agreed to pay to JKD Investor during the term of the JKD Investment Agreement an amount (“JKD Investment Return”) equal to 50 % of the difference between (i) the revenues generated during a quarter by the activities of the Institutional Corporate Trading Business of JVB (as defined in the JKD Investment Agreement, as amended) and (ii) certain expenses incurred by such Institutional Corporate Trading Business (the “Institutional Corporate Trading Business Net Revenue”).

This JKD Investment Return is recorded monthly as interest expense or (interest income) with the related accrued interest recorded in accounts payable and other accrued liabilities.

If the return is negative in an individual quarter, it will reduce the balance of the JKD Investment.

Payments of the JKD Investment Return are made on a quarterly basis.

The term of the JKD Investment Agreement commenced on October 3, 2016 and will continue until a redemption (as described below) occurs, unless the JKD Investment Agreement is terminated earlier.

On March 6, 2019, the JKD Investor and the Operating LLC entered into an amendment to the JKD Investment Agreement (the “JKD Investment Agreement Amendment”), pursuant to which the term “JKD Investment Return” under the JKD Investment Agreement was amended as follows:

during the fourth quarter of 2018, an amount equal to 42 % of the Institutional Corporate Trading Business Net Revenue, and

commencing on January 1, 2019 and for each quarter during the remainder of the term of the JKD Investment Agreement, an amount equal to a percentage of the Institutional Corporate Trading Business Net Revenue, which percentage is based on the JKD Investor’s investment under the JKD Investment Agreement as a percentage of the total capital allocated to the Institutional Corporate Trading Business of JVB.

The JKD Investor may terminate the JKD Investment Agreement (i) upon 90 days’ prior written notice to the Operating LLC if the Operating LLC or its affiliates modify any of their policies or procedures governing the operation of their businesses or change the way they operate their business and such modification has a material adverse effect on the amounts payable to the JKD Investor pursuant to the JKD Investment Agreement or (ii) upon 60 days’ prior written notice to the Operating LLC if the employment of Lester Brafman, the Company’s chief executive officer, is terminated.

The Operating LLC may terminate the JKD Investment Agreement, as amended, upon 60 days’ prior written notice to the JKD Investor if Mr.

DiMaio ceases to control the day-to-day operations of the JKD Investor.

Upon a termination of the JKD Investment Agreement, as amended, the Operating LLC will pay to the JKD Investor an amount equal to the “Investment Balance” (as such term is defined in the JKD Investment Agreement, as amended) as of the day prior to such termination.

At any time following October 3, 2019, the JKD Investor or the Operating LLC may, upon two months’ notice to the other party, cause the Operating LLC to pay a redemption to the JKD Investor in an amount equal to the Investment Balance (as such term is defined in the JKD Investment Agreement, as amended) as of the day prior to such redemption.

If the Operating LLC or JVB sells JVB’s Institutional Corporate Trading Business to any unaffiliated third party, and such sale is not part of a larger sale of all or substantially all of the assets or equity securities of the Operating LLC or JVB, the Operating LLC will pay to the JKD Investor an amount equal to 25 % of the net consideration paid to the Operating LLC in connection with such sale, after deducting certain amounts and certain expenses incurred by the Operating LLC or JVB in connection with such sale.

On February 13, 2023, the Operating LLC and JKD Investor entered into a second amendment (the “JKD Second Amendment") to the JKD Investment Agreement.

As a result of the JKD Second Amendment, effective as of January 1, 2023, the term “Team Expenses” (which expenses reduce the investment return amount payable to JKD Investor under the JKD Investment Agreement) in the JKD Investment Agreement was amended to mean an amount equal to (i) $ 150 per calendar quarter (or $ 600 per year), plus (ii) any direct expenses (as described in the JKD Investment Agreement).

Prior to the JKD Second Amendment, the term “Team Expenses” in the JKD Investment Agreement was defined to mean an amount equal to (i) $ 175 per calendar quarter (or $ 700 per year), plus (ii) any direct expenses.

On October 3, 2016, the Operating LLC entered into the JKD Investment Agreement by and between the Operating LLC and JKD Investor, pursuant to which JKD Investor agreed to invest up to $ 12,000 in the Operating LLC, $ 6,000 of which was invested upon the execution of the JKD Investment Agreement, an additional $ 1,000 was invested in January 2017, and an additional $ 1,268 was invested in January 2019.

The JKD Investor is owned by Jack J.

DiMaio, the vice chairman of the board of directors, and his spouse.

The JKD Investment Agreement was amended on March 6, 2019 and again on February 13, 2023.

In exchange for the JKD Investment, the Operating LLC agreed to pay to JKD Investor during the term of the JKD Investment Agreement an amount equal to 50 % of the difference between (i) the revenues generated during a quarter by the activities of the Institutional Corporate Trading Business of JVB (as defined in the JKD Investment Agreement, as amended) and (ii) certain expenses incurred by such Institutional Corporate Trading Business.

This JKD Investment Return was recorded monthly as interest expense or (interest income) with the related accrued interest recorded in accounts payable and other accrued liabilities.

If the return was negative in an individual quarter, it would reduce the balance of the JKD Investment.

Payments on the JKD Investment Return were made on a quarterly basis.

Pursuant to the JKD Investment Agreement, upon the termination of the JKD Investment Agreement, as amended, the Operating LLC would pay to the JKD Investor an amount equal to the Investment Balance (as such term is defined in the JKD Investment Agreement, as amended) as of the day prior to such termination.

Effective September 1, 2024, the Operating LLC and the JKD Investor entered into the Redemption Agreement, pursuant to which the JKD Investment Agreement was redeemed and terminated in its entirety.

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

Pursuant to the terms and conditions of the Redemption Agreement, the Operating LLC (i) paid to JKD Investor $ 2,573 of the outstanding amount in cash, and (ii) issued to JKD Investor the 2024 Note in the aggregate principal amount of $ 5,146 representing the remaining balance of the JKD Investment.

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

See note 4 for additional information regarding the Redemption Agreement and the 2024 Note.

DETAIL OF DEBT

4 unchanged sentences

Non-convertible debt:

10.00% senior note (the "2020 Senior Notes")

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

9 unchanged sentences

25,258 25,216

Byline Credit Facility

N/A June 2025

10 unchanged sentences

Represents the interest rate in effect as of the last day of the reporting period.

The 2020 Senior Notes

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 .

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.

The 2024 Note accrues interest on the unpaid principal amount from September 1, 2024 until maturity at a rate equal to 12 % per year.

Interest on the 2024 Note is payable in cash quarterly on each January 1, April 1, July 1, and October 1, commencing on October 1, 2024.

Further, upon the occurrence of any “Event of Default” under the 2024 Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the 2024 Note will bear interest at a rate equal to 13 % per year.

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 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 and the payment of all principal, interest and any other amounts payable thereunder are senior obligations of the Operating LLC and will be senior to any Indebtedness (as defined in the 2024 Note) of the Operating LLC outstanding as of and issued following September 1, 2024.

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.

8 unchanged sentences

On January 31, 2022, the Operating LLC and JKD Investor entered into 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 the Amended and Restated Note in the aggregate principal amount of $ 4,500 , 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.

The Company used these proceeds to retire $2,250 of existing 2020 Senior Notes held by RNCS.

2 unchanged sentences

provided, that, at any time after January 31, 2023 and prior to January 31, 2024, the holder of the Amended and Restated Note could, with at least 31 days’ prior written notice from the holder to the Operating LLC, declare the entire unpaid principal amount outstanding and all interest accrued and unpaid on the Amended and Restated Note to be immediately due and payable.

The Amended and Restated Note accrues interest on the unpaid principal amount from January 31, 2022 until maturity at a rate equal to 10 % per year.

The Amended and Restated Note accrued interest on the unpaid principal amount from January 31, 2022 until maturity at a rate equal to 10 % per year.

Interest on the Amended and Restated Note is payable in cash quarterly on each January 1, April 1, July 1, and October 1, which commenced on April 1, 2022.

28 unchanged sentences

LIBOR ceased being published effective June 30, 2023.

Subsequent to LIBOR no longer being published, the notes accrue interest at 90 -day SOFR plus 426.161 basis points per annum.

Subsequent to LIBOR no longer being published, the notes accrue interest at the 90 -day standard overnight financing rate plus a tenor spread adjustment of 0.26161 % (“Term SOFR”) plus 400 basis points per annum.

All principal is due at maturity.

5 unchanged sentences

LIBOR ceased being published effective June 30, 2023.

Subsequent to LIBOR no longer being published, the notes accrue interest at 90 -day SOFR plus 441.161 basis points per annum.

Subsequent to LIBOR no longer being published, the notes accrue interest at Term SOFR plus 415 basis points per annum.

All principal is due at maturity.

11 unchanged sentences

As a result of this violation, Cohen & Company Inc.

is prohibited from issuing additional debt that is either subordinated to or pari passu with Alesco Capital Trust I debt.

is prohibited from issuing additional debt that is either subordinated to or pari passu with the Alesco Capital Trust I debt.

This violation does not prohibit Cohen & Company Inc.

3 unchanged sentences

The Company does not consider this violation to have a material adverse impact on its operations or on its ability to obtain financing in the future.

On May 1, 2020, the Company applied for and received a $ 2,166 loan (the "PPP Loan") under the Paycheck Protection Program ("PPP") of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act.

The Company carefully considered the eligibility requirements for PPP loans as well as supplemental guidance regarding the PPP beyond the applicable statute issued from time to time by government agencies and certain government officials.

The Company was eligible for a PPP Loan because it had fewer than 100 employees at the time of the loan.

Further, although the Company is public and listed on the NYSE American stock exchange, the Company’s market capitalization is small, and the Company believes that it did not have access to the public capital markets at the time.

The PPP Loan was evidenced by a promissory note between the Company and FT Financial.

The PPP Loan bore interest at a fixed rate of 1% per year, with the first six months of interest deferred, had a term of two years, and could be prepaid at any time without payment of any premium.

The PPP Loan was unsecured but guaranteed by the U.S.

Small Business Association.

On September 23, 2020, the Company applied for forgiveness of the PPP Loan.

On June 21, 2021, the Company received notification that the U.S.

Small Business Administration, as administrator of the PPP, had approved the Company’s PPP Loan forgiveness application for $ 2,127 and all accrued interest on the PPP Loan, leaving the Company with a remaining PPP Loan balance of $ 39 .

The PPP Loan forgiveness was recorded to other non-operating income on the consolidated statements of operations and comprehensive income.

The Company repaid the remaining balance, plus accrued interest, on June 25, 2021, at which point the PPP Loan balance was reduced to zero.

Byline Bank Line of Credit

On October 28, 2020, the Company entered into an unsecured line of credit with Byline Bank, as lender, and JVB, as borrower (the "Byline Credit Facility").

From October 28, 2020 to December 31, 2023, the Company and Byline Bank have entered into several amendments that changed the terms such as:

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;

2 unchanged sentences

and (iv) maturity dates.

During that period, the Company complied with all financial covenants and all payment terms of the line of credit.

There were no defaults or events of default.

Effective as of December 31, 2023, the Byline Credit Facility consists of single $ 15,000 unsecured line of credit under which JVB is the borrower and which is guaranteed by the Company, the Operating LLC, JVB Holdings, JVB, and C&Co PrinceRidge Holdings, LP.

Loans under the Byline Credit Facility will bear interest at a per annum rate equal to the standard overnight financing rate (“SOFR”) plus 6.0%, provided that in no event can the interest rate be less than 7.0%.

During that period, the Company complied with all financial covenants and all payment terms of the Byline Credit Facility and there were no defaults or events of default, thereunder during the period.

Effective as of December 31, 2024, the Byline Credit Facility consisted of a single $ 15,000 unsecured line of credit under which JVB is the borrower and which is guaranteed by the Company, the Operating LLC, JVB Holdings, JVB, and C&Co PrinceRidge Holdings, LP.

On June 18, 2024, the Operating LLC and Byline Bank entered into the Second Amendment to Third Amended and Restated Loan Agreement, pursuant to which both the maturity date and the final date upon which loans can be made under the Byline Credit Facility were extended from June 18, 2024 to June 18, 2025.

Loans under the Byline Credit Facility bear interest at a per annum rate equal to Term SOFR plus 6.0%, provided that in no event can the interest rate be less than 7.0%.

The Company is required to pay on a quarterly basis an undrawn commitment fee at a per annum rate equal to 0.50 % of the undrawn portion of Byline Bank’s $15,000 commitment under the Byline Credit Facility.

1 unchanged sentence

Loans under the Byline Credit Facility must be used by the Company for working capital purposes and general liquidity.

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 the Lender.

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.

1 unchanged sentence

The Company is subject to the following financial covenants in the Byline Credit Facility.

As of December 31, 2023, the Company is in compliance with all of these financial covenants.

As of December 31, 2024 and 2023, the Company was in compliance with all of the following financial covenants.

JVB’s tangible net worth as defined must exceed $ 70,000 .

1 unchanged sentence

The total amount drawn on the facility must not exceed 25 % of JVB's tangible net worth as defined.

As of December 31, 2023 and 2022 , no amounts were outstanding under the Byline Credit Facility, and the Company was in compliance with all financial covenants.

As of December 31, 2024 and 2023 , no amounts were outstanding under the Byline Credit Facility, and the Company was in compliance with all financial covenants, thereunder.

Deferred Financing

11 unchanged sentences

$ 4,695 $ 5,247 $ 3,442

2020 Senior Notes

2020/2024 Notes

2017 Convertible Note

2013 Convertible Notes / 2019 Senior Notes

Redeemable Financial Instrument - DGC Trust / CBF

Byline Credit Facility

Redeemable Financial Instrument - JKD Capital I LTD

$ 5,821 $ 6,526 $ 4,982

$ 6,526 $ 4,982 $ 7,233

The holders of the Common Stock are entitled to one vote per share on all matters presented to the Company's stockholders.

27 unchanged sentences

On December 23, 2019, the board of directors adopted a resolution that reclassified 25,000,000 authorized but unissued shares of Preferred Stock, par value $.001 per share, of the Company as a series of Preferred Stock designated as Series F Voting Non-Convertible (“Series F Preferred Stock”).

In conjunction with SPA, the Company issued 12,549,273 Series F Preferred Stock to Daniel G.

In conjunction with a previously disclosed securities purchase agreement, the Company issued 12,549,273 Series F Preferred Stock to Daniel G.

Cohen and 9,880,268 Series F Preferred Stock to the DGC Trust.

14 unchanged sentences

The Rights Agreement provides for a distribution of one preferred stock purchase right (each, a “Right,” and collectively, the “Rights”) for each share of the Company’s Common Stock outstanding to stockholders of record at the close of business on January 16, 2024 ( the “Record Date”).

Each Right entitles the registered holder to purchase from the Company a unit (a “Unit”) consisting of one ten -thousandth of a share of the Company’s Series C Junior Participating Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), at a purchase price of $ 100.00 per Unit (the “Purchase Price”), subject to adjustment.

Each Right entitles the registered holder thereof to purchase from the Company a unit (a “Unit”) consisting of one ten -thousandth of a share of the Company’s Series C Junior Participating Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), at a purchase price of $ 100.00 per Unit (the “Purchase Price”), subject to adjustment.

The description and terms of the Rights are set forth in the Rights Agreement.

The Company’s board of directors adopted the Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its net operating loss and net capital loss carry forwards (the “deferred tax assets”) to reduce potential future federal income tax obligations.

The Company’s board of directors adopted the Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its carryforward (net operating loss, “NOL”, and net capital loss, “NCL”) deferred tax assets (the “deferred tax assets”) to reduce potential future federal income tax obligations.

The Company has experienced substantial operating and capital losses, and under the Internal Revenue Code of 1986, as amended (the “Code”), and rules promulgated by the Internal Revenue Service, the Company may “carry forward” these losses in certain circumstances to offset any current and future earnings and thus reduce the Company’s federal income tax liability, subject to certain requirements and restrictions.

1 unchanged sentence

However, if the Company experiences an “Ownership Change,” as such term is defined in Section 382 of the Code, its ability to use the deferred tax assets will be substantially limited, and the timing of the usage of the deferred tax assets could be substantially limited and/or delayed, which could therefore significantly impair the value of those assets.

Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding or, in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”) by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also to be certificates for Rights), and no separate Rights certificates will be distributed.

The Rights attached to all Common Stock certificates representing shares then outstanding and in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”) by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also to be certificates for Rights), and no separate Rights certificates will be distributed.

Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a “Distribution Date” will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has become an “Acquiring Person” (as defined below) (the “Stock Acquisition Date”) and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

35 unchanged sentences

These net share settlements reduce the number of shares that would have otherwise been issued as a result of the vesting and do not represent an expense to the Company.

Repurchases of Shares and Retirement of Treasury Stock

On December 21, 2020, the Company entered into a letter agreement (the" Letter Agreement" ) with Piper Sandler & Co.

(the "Agent").

The Letter Agreement authorized the Agent to use reasonable efforts to purchase, on the Company's behalf, up to an aggregate maximum amount of $ 1,000 of Common Stock on any day that the NYSE American Stock Exchange was open for business.

The Letter Agreement was effective from December 23, 2020 until July 28, 2021, at which time the aggregate maximum purchase authorization was reached.

Pursuant to the 10b5 - 1 Plan, purchases of Common Stock may be made in public and private transactions and must comply with Rule 10b - 18 under the Exchange Act.

The 10b5 - 1 Plan was designed to comply with Rule 10b5 - 1 under the Exchange Act.

During the twelve months ended December 31, 2021, pursuant to the 10b - 5 Plan, the Company repurchased 49,544 shares of Common Stock in the open market for a total purchase price of $ 857 .

All of the repurchases noted above were completed using cash on hand.

Equity Distribution Agreement

On December 1, 2020, the Company entered into an equity distribution agreement (the “Equity Agreement”) with Northland Securities, Inc.

On October 5, 2023, the Company entered into an equity distribution agreement (the “Equity Agreement”) with Northland Securities, Inc.

(trade name Northland Capital Markets), as sales agent (the “Sales Agent”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agent, of shares of the Company's Common Stock, having an aggregate offering price of up to $ 75,000 (collectively the “Shares”).

Sales of the Shares, if any, under the Equity Agreement will be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act as agreed with the Sales Agent.

In accordance with applicable rules of the SEC, the Company was permitted to sell an aggregate of up to $ 9,318 in Shares under the Equity Agreement, which represented one - third of the value of the Common Stock held by non-affiliates as of March 5, 2021.

On June 7, 2021, the Company entered into a letter agreement (the “Equity Distribution Letter Agreement”) with the Sales Agent, pursuant to which the Sales Agent agreed to use its best efforts to, commencing on June 5, 2021, sell on the Company’s behalf up to $ 7,966 of the shares in the open market pursuant to the terms and conditions of the Equity Agreement and the Equity Distribution Letter Agreement, and the Company agreed not to take any action that would cause the sales of the Shares under the Equity Distribution Letter Agreement not to comply with Rule 10b5 - 1 or Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Equity Distribution Letter Agreement was entered into in connection with the ATM Program and is designed to comply with Rule 10b5 - 1 under the Exchange Act.

During the year ended December 31, 2021, the Company sold 300,859 shares in the open market pursuant to the Equity Distribution Agreement for a total net sale price of $ 9,076 .

No shares were sold under the Equity Agreement during the year ended December 31, 2022.

On October 5, 2023, the Company entered into an equity distribution agreement (the “2023 Equity Agreement”) with the Sales Agent relating to the ATM Program, pursuant to which the Company is permitted to sell an aggregate of up to $ 4,712 in Shares, which represents one - third of the value of the Common Stock held by non-affiliates of the Company.

The Equity Agreement and the 2023 Equity Agreement include customary representations, warranties and covenants by the Company and customary obligations of the parties and termination provisions.

In accordance with the applicable rules of the SEC, the Company is permitted to sell an aggregate of up to $ 4,712 in Shares under the Equity Agreement, which represents one - third of the value of the Common Stock held by non-affiliates.

The Equity Agreement includes customary representations, warranties, and covenants by the Company and customary obligations of the parties and termination provisions.

The Company has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agent may be required to make with respect to any of those liabilities.

The Company will pay the Sales Agent for sales of its common stock a commission of 2.5 % of the gross offering proceeds of the Shares sold through the Sales Agent pursuant to the Equity Agreement.

In connection with the Company's execution of the 2023 Equity Agreement, the Equity Agreement dated December 1, 2020 was terminated.

No shares were sold under the 2023 Equity Agreement during the year ended December 31, 2023.

The Company will pay the Sales Agent a commission of 2.5 % of the gross offering proceeds of the Shares sold through the Sales Agent pursuant to the Equity Agreement.

The offering of the Common Stock pursuant to the Equity Agreement will terminate upon the sale of all of the Shares pursuant to the Equity Agreement, unless sooner terminated in accordance with the terms and conditions of the Equity Agreement.

During the year ended December 31, 2024, the Company sold 13,500 shares in the open market pursuant to the Equity Agreement for a total net sale price of $ 154 .

No shares were sold under the Equity Agreement during the years ended December 31, 2023 and 2022.

Dividends and Distributions

During the year ended December 31, 2023 , the Company paid cash dividends of $ 1.00 per common share.

During the years ended December 31, 2024 and 2023, the Company paid cash dividends of $ 1.00 per common share, respectively.

During the year ended December 2022, the Company paid cash dividends of $ 1.75 , which included a special cash dividend of $ 0.75 per share paid on April 5, 2022.

During the year ended December 31, 2021, the Company declared and paid cash dividends of $ 0.50 per common share.

In the aggregate, during 2024 , 2023 , and 2022 , the Company paid cash dividends on its outstanding Common Stock in the amount of $ 1,873 , $ 1,750 , and $ 2,558 , respectively.

12 unchanged sentences

1,331,150 366,293 1,697,443

Issuance of shares

300,859 - 300,859

Issuance as equity-based compensation

4 unchanged sentences

( 15,501 ) - ( 15,501 )

Forfeiture / cancellation of restricted stock

Repurchase and retirement of common stock

( 49,544 ) - ( 49,544 )

December 31, 2022

1,433,283 341,059 1,774,342

Issuance of shares

Issuance as equity-based compensation

5 unchanged sentences

Forfeiture / cancellation of restricted stock

Repurchase and retirement of common stock

- ( 4,167 ) ( 4,167 )

December 31, 2023

1 unchanged sentence

Issuance of shares

13,500 - 13,500

Issuance as equity-based compensation

4 unchanged sentences

( 26,195 ) - ( 26,195 )

Units exchanged for shares

7,209 - 7,209

Forfeiture / cancellation of restricted stock

- ( 1,334 ) ( 1,334 )

Repurchase and retirement of common stock

December 31, 2024

29 unchanged sentences

1,021,330 - - - 1,021,330

Issuance of Units as equity compensation

Vesting of units

- 751,540 - - 751,540

Repurchase and retirement of Common Stock

Issuance of units under 2017 Convertible Note

- - 10,344,827 - 10,344,827

3 unchanged sentences

929,730 - - - 929,730

Issuance of Units as equity compensation

Vesting of units

- 967,830 - 470,330 1,438,160

Issuance of units under 2017 Convertible Note

Redemption of convertible non-controlling interest units

- ( 479,380 ) - ( 470,330 ) ( 949,710 )

3 unchanged sentences

1,090,048 - - - 1,090,048

Issuance of Units as equity compensation

Vesting of units

15 unchanged sentences

Detail of Non-Controlling Interest

The Company has two major categories of non-controlling interest.

Convertible non-controlling interest represents the portion of the Operating LLC not owned by the Company.

The convertible non-controlling interest is exchangeable in certain circumstances into Common Stock.

Non-convertible non-controlling interest represents the portion of various subsidiaries of the Operating LLC that are not wholly owned by the Operating LLC.

The non-convertible non-controlling interest is not exchangeable into Common Stock.

ROLLFORWARD OF NON-CONTROLLING INTERESTS

10 unchanged sentences

Acquisition / (surrender) of additional units of consolidated subsidiary

1,939 - - 1,939

Equity-based compensation

4 unchanged sentences

( 6,485 ) - - ( 6,485 )

Non-convertible non-controlling interest investment

Convertible non-controlling interest investment

15,000 - - 15,000

Non-convertible non-controlling interest investment

Non-convertible non-controlling interest distributions

5 unchanged sentences

Other comprehensive income

( 152 ) - - ( 152 )

Acquisition / (surrender) of additional units of consolidated subsidiary

( 622 ) - - ( 622 )

Equity-based compensation

4 unchanged sentences

( 4,344 ) - - ( 4,344 )

Convertible non-controlling interest investment

Redemption of convertible non-controlling interest units

( 834 ) - - ( 834 )

7 unchanged sentences

Other comprehensive income

( 119 ) - - ( 119 )

Acquisition / (surrender) of additional units of consolidated subsidiary

8 unchanged sentences

( 659 ) - - ( 659 )

Non-convertible non-controlling interest investment

Non-convertible non-controlling interest distributions

2 unchanged sentences

$ 37,093 $ - $ 11,462 $ 48,555

The Operating LLC non-controlling interest is included as convertible non-controlling interest in the consolidated statement of operations.

The other components of non-controlling interest are included as non-convertible non-controlling interest in the statement of operations.

Partial redemption of convertible non-controlling interests

On February 1, 2024, Daniel G.

Cohen, the Company’s executive chairman, in accordance with the Operating LLC operating agreement, redeemed 443,474 LLC Units for which the Company paid to Mr.

Cohen an aggregate of $ 315 , or $ 0.711 per LLC Unit.

The LLC Units were redeemed by Mr.

Cohen in order to fund certain tax liabilities incurred by Mr.

Cohen in connection with the vesting, on January 31, 2024, of 940,669 restricted LLC Units that had been previously granted to Mr.

Cohen under the 2020 Long-Term Incentive Plan.

On February 1, 2023, Daniel G.

Cohen, in accordance with the Operating LLC operating agreement, redeemed 479,380 LLC Units for which the Company paid to Mr.

Cohen an aggregate of $ 421 , or $ 0.878 per LLC Unit.

The LLC Units were redeemed by Mr.

Cohen in order to fund certain tax liabilities incurred by Mr.

Cohen in connection with the vesting, on January 31, 2023, of 967,830 restricted LLC Units that had been previously granted to Mr.

Cohen under the 2020 Long-Term Incentive Plan.

On February 1, 2024, Lester Brafman, the Company’s chief executive officer, in accordance with the Operating LLC operating agreement, redeemed 483,301 LLC Units for which the Company paid to Mr.

Brafman an aggregate of $ 344 , or $ 0.711 per LLC Unit.

The LLC Units were redeemed by Mr.

Brafman in order to fund certain tax liabilities incurred by Mr.

Brafman in connection with the vesting, on January 31, 2024, of 540,633 restricted LLC Units and 40,000 restricted shares of the Company’s Common Stock, all of which had been previously granted to Mr.

Brafman under the 2020 Long-Term Incentive Plan.

On February 1, 2023, Lester Brafman, in accordance with the Operating LLC operating agreement, redeemed 470,330 LLC Units for which the Company paid to Mr.

Brafman an aggregate of $ 413 , or $ 0.878 per LLC Unit.

The LLC Units were redeemed by Mr.

Brafman in order to fund certain tax liabilities incurred by Mr.

Brafman in connection with the vesting, on January 31, 2023, of 470,330 restricted LLC Units and 49,750 restricted shares of the Company’s Common Stock, all of which had been previously granted to Mr.

Brafman under the 2020 Long-Term Incentive Plan.

EQUITY-BASED COMPENSATION

16 unchanged sentences

For the Year Ended December 31,

Restricted Stock or Units - 2006/2010 Plans

$ - $ 21 $ 291

Restricted Stock or Units - 2020 Plan

$ 4,668 $ 4,391 $ 4,369

Membership interests in consolidated sponsor entities

Restricted Stock or Units - 2006/2010 Plans

Total equity-based compensation expense

27 unchanged sentences

( 117,634 ) 14.08

( 62,649 ) 7.59

Unvested at December 31, 2022

1 unchanged sentence

( 113,301 ) 17.18

( 4,167 ) ( 11.65 )

Unvested at December 31, 2023

10 unchanged sentences

( 751,540 ) 0.85

( 529,050 ) 0.62

December 31, 2022

16 unchanged sentences

( 1,732,500 ) 9.97

( 231,000 ) 9.99

December 31, 2022

1,732,500 9.97

( 1,732,500 ) 9.97

Unvested at December 31, 2023

46 unchanged sentences

December 31, 2023

Federal net operating loss carry-forward

Federal net operating loss carryforward

$ 19,434 $ - $ 19,434 $ 20,256 $ - $ 20,256

State and local net operating loss carry-forward

State and local net operating loss carryforward

4,293 - 4,293 3,862 - 3,862

Federal capital loss carry-forward

Federal capital loss carryforward

12,020 - 12,020 12,567 - 12,567

16 unchanged sentences

If not used, this carryforward will begin to expire in 2024.

No assurance can be made that the Company will have future taxable income or future capital gains to benefit from its NOL and NCL carryovers.

The Company has determined that its NOL and NCL carryovers 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 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”).

However, the Company may experience an ownership change as defined in that section (“Ownership Change”) in the future.

8 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.

The Company recorded deferred tax benefit in 2021 because expectations of future income increased and the Company reduced the valuation allowance it had applied against carryforward assets.

The Company recorded deferred tax expense in 2023 and 2024 because expectations of future income decreased and the Company increased the valuation allowance it had applied against carryforward assets.

Because of 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.

Because of 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.

These future adjustments will likewise result in material amounts of deferred tax benefit or expense going forward.

4 unchanged sentences

The Company has evaluated its tax positions under this criteria and has determined that as of December 31, 2024 and 2023 it has not taken any material uncertain tax positions that would require adjustment to the financial statements.

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) ("AOCI")

The following table shows the components of other comprehensive income / (loss) and the tax effects allocated to other comprehensive income / (loss).

Accumulated OCI consists solely of foreign currency items.

AOCI consists solely of foreign currency items.

ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) AND INCOME TAX EFFECT OF ITEMS ALLOCATED TO OTHER COMPREHENSIVE INCOME / (LOSS)

7 unchanged sentences

Acquisition / (surrender) of additional units in consolidated subsidiary, net

( 10 ) - ( 10 )

December 31, 2022

1 unchanged sentence

Change in foreign currency items

( 54 ) - ( 54 )

Other comprehensive income / (loss), net

( 54 ) - ( 54 )

Acquisition / (surrender) of additional units in consolidated subsidiary, net

( 14 ) - ( 14 )

December 31, 2023

1 unchanged sentence

Change in foreign currency items

( 48 ) - ( 48 )

Other comprehensive income / (loss), net

( 48 ) - ( 48 )

Acquisition / (surrender) of additional units in consolidated subsidiary, net

8 unchanged sentences

CCFEL cancelled its license with the CBI effective April 7, 2022.

The following tables shows the actual net capital (in the case of the JVB) and actual net liquid capital (in the case of CCFESA and CCFEL) as compared to the required amounts for the periods indicated.

The following tables shows the actual net capital for JVB and actual net liquid capital for CCFESA as compared to the required amounts for the periods indicated.

STATUTORY NET CAPITAL REQUIREMENTS

18 unchanged sentences

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

$ ( 5,113 ) $ ( 13,389 ) $ 11,808

Add/ (deduct):

Income / (loss) attributable to non-controlling interest attributable to Operating LLC membership (1)

Interest expense incurred on dilutive convertible notes

Add / (deduct):

1 unchanged sentence

Net income / (loss) on a fully converted basis

$ ( 5,113 ) $ ( 13,389 ) $ 41,366

Weighted average common shares outstanding - Basic

1,513,469 1,420,383 1,187,029

Unrestricted Operating LLC units of membership interests exchangeable into Cohen & Company Inc.

- - 2,851,358

Restricted units or shares

Shares issuable upon conversion of dilutive convertible notes

- - 1,034,483

Weighted average common shares outstanding - Diluted

1,513,469 1,420,383 5,284,925

Net income / (loss) per common share - Basic

$ ( 3.38 ) $ ( 9.43 ) $ 9.95

Net income / (loss) per common share - Diluted (3)

$ ( 3.38 ) $ ( 9.43 ) $ 7.83

The Operating LLC units of membership interests not held by Cohen & Company Inc.

9 unchanged sentences

Restricted Common Stock

9,060 18,182 -

Restricted Operating LLC units

4,010,179 3,735,004 -

4,019,239 3,977,324 -

RESERVE REQUIREMENTS

18 unchanged sentences

$ 23,526 $ ( 26 ) $ 23,500

Rent expense for the years ended December 31, 2023 , 2022 , and 2021 was $ 2,538 , $ 2,522 , and $ 1,639 , respectively, and was included in business development, occupancy, equipment expense in the consolidated statements of operations.

Rent expense for the years ended December 31, 2024 , 2023 , and 2022 was $ 2,724 , $ 2,538 , and $ 2,522 , respectively, and was included in business development, occupancy, and equipment expense in the consolidated statements of operations.

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.

In December 2023, the Company executed a lease amendment to its 3 Columbus Circle LLC agreement.

The amendment provides for the Company to lease additional space in the building in conjunction with surrendering certain currently occupied premises.

The cash commitment related to the lease amendment is included in the table above.

Legal and Regulatory Proceedings

3 unchanged sentences

It is the Company’s policy to expense legal and other fees as incurred.

One of the Company's investment advisers, Cohen & Company Financial Management LLC ("CCFM"), is currently subject to an investigation by the SEC’s enforcement division, which is reviewing its disclosure practices around conflicts of interest and other issues.

As is the Company's current practice, it is cooperating with the SEC staff and is in the process of responding to their requests for information.

The Company cannot predict the outcome of this investigation.

The costs related to responding to and cooperating with the SEC staff may be material and could continue to be material at least through the completion of the SEC investigation.

SEGMENT AND GEOGRAPHIC INFORMATION

2 unchanged sentences

Capital Markets, Asset Management, and Principal Investing.

The Company’s business segment information was prepared using the following methodologies and generally represents the information that is relied upon by management in its decision-making processes.

(a) Revenues and expenses directly associated with each business segment are included in determining net income / (loss) by segment.

(b) Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs) not directly associated with specific business segments are not allocated to the business segments’ statements of operations.

Accordingly, the Company presents segment information consistent with internal management reporting.

See note ( 1 ) in the table below for more detail on unallocated items.

The following tables present the financial information for the Company’s segments for the periods indicated.

The Company's chief executive officer is the chief operating decision-maker (“CODM”) and is responsible for allocating resources and assessing the performance of the business segments.

The CODM relies on enterprise net income / (loss) to allocate resources because it provides insight into profitability for the entire enterprise including the convertible non-controlling interest but excluding non-convertible non-controlling interest.

The CODM uses enterprise net income / (loss) in the annual budgeting and forecasting process.

The CODM considers budget to actual variances on a monthly basis when making allocation decisions.

The Company’s business segment information was prepared in a manner consistent with the internal reporting provided to the CODM and represents the information that is relied upon by management in its decision-making processes.

Revenues and expenses directly associated with each business segment are included in determining net income / (loss) by segment.

Beginning with this Annual Report on Form 10 -K, the Company presents principal transactions gains and losses that relate to financial instruments that the Company received through CCM's activities as part of the Capital Markets segment with all other principal transactions gains and losses included in the Principal Investing segment.

Prior to this report, all principal transactions gains and losses were included in the Principal Investing segment.

The Company recast all prior periods presented in this Annual Report on Form 10 -K to be consistent.

The CODM evaluates the performance of the Capital Markets segment including the gains and losses on the financial instruments received through CCM's activities.

Interest expense in the table below includes non-operating interest expense.

Interest income and expense relating to operations is included in net trading revenue.

Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs) not directly associated with specific business segments are not allocated to the business segments’ statements of operations.

See ( 1 ) below.

Beginning in 2024 annual reporting, the Company adopted ASU 2023 - 07 retrospectively.

The following table sets forth our segment information of revenue, expenses, and income (loss) from operations.

SEGMENT INFORMATION

8 unchanged sentences

63,422 - - 63,422 - 63,422

Principal transactions and other income

Principal transactions

( 22,644 ) - ( 10,240 ) ( 32,884 ) - ( 32,884 )

10 2,615 1,017 3,642 - 3,642

Total revenues

77,197 11,624 ( 9,223 ) 79,598 - 79,598

Compensation and benefits

42,536 6,059 1,648 50,243 1,477 51,720

Other operating expense

Stock based compensation

575 144 - 719 3,949 4,668

Business development

1,377 250 14 1,641 641 2,282

Occupancy and equipment

2,976 213 - 3,189 1,146 4,335

Subscriptions, clearing, and execution

8,893 368 170 9,431 208 9,639

Professional fee and other operating

7,591 1,772 1,216 10,579 3,842 14,421

Depreciation and amortization

- 6 - 6 550 556

Total operating expenses

4 unchanged sentences

( 76 ) - - ( 76 ) ( 5,745 ) ( 5,821 )

Income / (loss) from equity method affiliates

Income from equity method affiliates

- - 21,704 21,704 - 21,704

Other non-operating income

Income /(loss) before income taxes

4 unchanged sentences

13,173 2,812 9,433 25,418 ( 17,229 ) 8,189

Net income (loss) attributable to the non-convertible non-controlling interest of the Operating LLC

Net income attributable to the non-convertible non-controlling interest of the Operating LLC

- 1 8,674 8,675 - 8,675

1 unchanged sentence

13,173 2,811 759 16,743 ( 17,229 ) ( 486 )

Net income (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

Net (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

- - - - ( 357 ) ( 357 )

2 unchanged sentences

Other statement of operations data

Depreciation and amortization (included in total operating expense)

$ - $ 6 $ - $ 6 $ 557 $ 563

Cash compensation as a percentage of revenue

55.10 % 52.12 % ( 17.87 )% 63.12 % N/A 64.98 %

Operating income / (loss) as a percentage of revenue

17.16 % 24.19 % ( 133.05 )% 4.76 % N/A ( 10.08 )%

Net income / (loss) as a percentage of revenue

17.06 % 24.19 % ( 102.28 )% 31.93 % N/A 10.29 %

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

as a percentage of revenue

17.06 % 24.18 % ( 8.23 )% 21.03 % N/A ( 0.16 )%

SEGMENT INFORMATION

8 unchanged sentences

28,264 - - 28,264 - 28,264

Principal transactions and other income

Principal transactions

( 4,312 ) - 19,261 14,949 - 14,949

1 1,071 433 1,505 - 1,505

Total revenues

54,879 8,408 19,694 82,981 - 82,981

Compensation and benefits

30,641 5,777 2,335 38,753 8,948 47,701

Other operating expense

Stock based compensation

515 106 - 621 3,770 4,391

Business development

741 268 23 1,032 383 1,415

Occupancy and equipment

2,560 202 - 2,762 1,027 3,789

Subscriptions, clearing, and execution

8,125 334 251 8,710 255 8,965

Professional fee and other operating

4,320 1,408 843 6,571 2,725 9,296

Depreciation and amortization

- 6 - 6 557 563

Total operating expenses

4 unchanged sentences

( 338 ) - - ( 338 ) ( 6,188 ) ( 6,526 )

Income / (loss) from equity method affiliates

Income from equity method affiliates

- - 15,609 15,609 - 15,609

Other non-operating income

Income (loss) before income taxes

4 unchanged sentences

7,639 307 31,851 39,797 ( 29,398 ) 10,399

Net income (loss) attributable to the non-convertible non-controlling interest of the Operating LLC

Net income attributable to the non-convertible non-controlling interest of the Operating LLC

- 17 19,573 19,590 - 19,590

1 unchanged sentence

7,639 290 12,278 20,207 ( 29,398 ) ( 9,191 )

Net income (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

Net (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

- - - - ( 4,078 ) ( 4,078 )

2 unchanged sentences

Other statement of operations data

Depreciation and amortization (included in total operating expense)

$ - $ 5 $ - $ 5 $ 552 $ 557

Cash compensation as a percentage of revenue

55.83 % 68.71 % 11.86 % 46.70 % N/A 57.48 %

Operating income / (loss) as a percentage of revenue

14.54 % 3.65 % 82.47 % 29.56 % N/A 8.27 %

Net income / (loss) as a percentage of revenue

13.92 % 3.65 % 161.73 % 47.96 % N/A 12.53 %

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

as a percentage of revenue

13.92 % 3.45 % 62.34 % 24.35 % N/A ( 6.16 )%

SEGMENT INFORMATION

8 unchanged sentences

24,721 - - 24,721 - 24,721

Principal transactions and other income

Principal transactions

( 3,075 ) - ( 27,556 ) ( 30,631 ) - ( 30,631 )

1 855 428 1,284 - 1,284

Total revenues

61,656 9,859 ( 27,128 ) 44,387 - 44,387

Salaries/Wages

31,919 7,480 1,086 40,485 5,415 45,900

Other Operating Expense

Stock based compensation

515 132 - 647 3,743 4,390

Business development

582 529 22 1,133 450 1,583

Occupancy and equipment

2,722 168 - 2,890 603 3,493

Subscriptions, clearing, and execution

7,610 348 87 8,045 229 8,274

Professional fee and other operating

3,625 1,123 619 5,367 2,786 8,153

Depreciation and amortization

- 5 - 5 552 557

Total operating expenses

4 unchanged sentences

( 247 ) - - ( 247 ) ( 4,735 ) ( 4,982 )

Income / (loss) from equity method affiliates

- - 36,010 36,010 - 36,010

Other non operating income / (expense)

(Loss) from equity method affiliates

- - ( 20,931 ) ( 20,931 ) - ( 20,931 )

Income / (loss) before income taxes

Income before income taxes

14,436 74 ( 49,873 ) ( 35,363 ) ( 18,513 ) ( 53,876 )

3 unchanged sentences

14,436 74 ( 49,873 ) ( 35,363 ) ( 23,307 ) ( 58,670 )

Net income (loss) attributable to the non-convertible non-controlling interest of the Operating LLC

Net (loss) attributable to the non-convertible non-controlling interest of the Operating LLC

- - ( 23,203 ) ( 23,203 ) - ( 23,203 )

1 unchanged sentence

14,436 74 ( 26,670 ) ( 12,160 ) ( 23,307 ) ( 35,467 )

Net income (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

Net (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc.

- - - - ( 22,078 ) ( 22,078 )

2 unchanged sentences

Other statement of operations data

Depreciation and amortization (included in total operating expense)

$ 1 $ 2 $ - $ 3 $ 368 $ 371

Cash compensation as a percentage of revenue

51.77 % 75.87 % ( 4.00 )% 91.21 % N/A 103.41 %

Operating income / (loss) as a percentage of revenue

23.81 % 0.75 % ( 106.69 )% ( 31.96 )% N/A ( 63.00 )%

Net income / (loss) as a percentage of revenue

23.41 % 0.75 % ( 183.84 )% ( 79.67 )% N/A ( 132.18 )%

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

as a percentage of revenue

23.41 % 0.75 % ( 98.31 )% ( 27.40 )% N/A ( 30.16 )%

Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance, and other similar overhead and support departments).

3 unchanged sentences

and ( 3 ) income taxes.

Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the chief operating decision maker.

BALANCESHEET DATA

Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the CODM.

BALANCE SHEET DATA

As of December 31, 2024

21 unchanged sentences

( 2 ) furniture and equipment, net;

and ( 3 ) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded in business segment reporting to the chief operating decision maker.

Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table from above.

and ( 3 ) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded from business segment reporting to the CODM.

Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above.

Geographic Information

12 unchanged sentences

Long-lived assets attributable to an individual country, other than the United States, are not material.

The Capital Markets segment has earned non-cash advisory revenue of $ 24,338 , $ 18,248 , and $ 7,416 in the years ended December 31, 2024, 2023, and 2023 respectively.

SUPPLEMENTAL CASH FLOW DISCLOSURE

5 unchanged sentences

• The Company net received units of membership interest in the Operating LLC.

The Company recognized a net increase in additional paid-in capital of $ 636 , a net decrease AOCI of $ 14 , and a decrease in non-controlling interest of $ 622 .

The Company recognized a net increase in additional paid-in capital of $ 679 , a net decrease in AOCI of $ 15 , and a decrease in non-controlling interest of $ 664 .

• The Company recorded a net decrease in investments in equity method affiliates of $ 14,586 , a net increase in other investments, at fair value of $ 14,586 , and an increase of $ 2,861 in other investments, sold not purchased resulting from an in-kind distribution from an equity method affiliate.

• In connection with the Redemption Agreement, the Company recorded a reduction in the redeemable financial instrument of $ 5,146 and a corresponding increase of $ 5,146 in debt resulting from the issuance of the 2024 Note.

In 2023 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows:

The Company net surrendered units of membership interests in the Operating LLC.

The Company recognized a net increase in additional paid-in capital of $ 636 , a net decrease of $ 14 in AOCI, and a decrease of $ 622 in non-controlling interest.

In conjunction with the consolidation of the SPAC Fund, the Company recorded an increase in receivables from brokers, dealers, and clearing agencies of $ 68,066 , an increase in other investments, at fair value of $ 40,388 , an increase in other assets of $ 63 , an increase in accounts payable of $ 82,711 , and an increase in other investments sold, not yet purchased of $ 25,806 .

• The Company received equity shares in public companies in exchange for advisory services.

The fair market value of the shares received was $ 18,248 .

The Company included this in new issue and advisory revenue in the statement of operations.

• The Company recorded a net decrease in investments in equity method affiliates of $ 10,102 and a net increase in other investments, at fair value of $ 10,102 resulting from an in-kind distribution from an equity method affiliate.

5 unchanged sentences

• The Company recorded a decrease in equity method affiliates of $ 20,915 and an increase in other investments, at fair value of $ 20,915 resulting from an in-kind distribution from equity method affiliates.

• The Company received equity shares in several public companies in exchange for advisory services.

The fair market value of the shares received was $ 7,416 .

The Company included this in new issue and advisory revenue in the statement of operations.

• The Company recorded a decrease in other investments, at fair value of $ 6,417 and a corresponding decrease in non-controlling interest resulting from in-kind distributions to the non-controlling interest of certain SPAC sponsor entities.

• The Company recorded an increase in other investments, at fair value of $ 844 and a corresponding decrease in other investment, not yet purchased of $ 844 resulting from an investment reclass.

In 2021 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows:

The Company net surrendered units of membership interests in the Operating LLC.

The Company recognized a net decrease in additional paid-in capital of $ 1,929 , a net decrease of $ 10 in AOCI, and a net increase of $ 1,939 in non-controlling interest.

• The Company recorded a decrease of $ 2,103 in due from related party, a corresponding increase of $ 701 in other investments, at fair value, and a corresponding decrease of $ 1,402 to non-controlling interest, all as a result of an in-kind distribution of incremental LP interests, from the 2020 performance fee earned, to all the members of Vellar GP, including the Company.

• The Company recorded a decrease of $ 3,958 in investments in equity method affiliates and a $ 31,049 decrease in other investments, at fair value and a corresponding decrease in non-controlling interest resulting from an in-kind distribution from Insurance SPAC II.

• The Company recorded a decrease in other investments, at fair value of $ 20,119 and a corresponding decrease in non-controlling interest resulting from an in-kind distribution from Insurance SPAC.

• The Company recorded a net decrease in investments in equity method affiliates of $ 5,439 and a net increase in other investments, at fair value of $ 5,439 resulting from an in-kind distribution from an equity method affiliate.

• The Company recorded a decrease in other investments, at fair value of $ 2,415 and a decrease in non-controlling interest of $ 2,415 resulting from an in-kind distribution from other consolidated subsidiaries.

RELATED PARTY TRANSACTIONS

1 unchanged sentence

The transactions are listed by related party and, unless otherwise noted in the text of the description, the amounts are disclosed in the tables at the end of this section.

Cohen/Cohen Bros.

Financial, LLC (“CBF”)/ EBC 2013 Family Trust (“EBC”)

CBF has been identified as a related party because (i) CBF is a non-controlling interest holder of the Company and (ii) CBF is wholly owned by Daniel G.

On September 29, 2017, CBF also invested $ 8,000 of the initial $ 10,000 total investment in the Company’s Redeemable Financial Instrument – DGC Trust / CBF pursuant to the CBF Investment Agreement.

The Company incurred interest expense on this instrument, which is disclosed as part of interest expense incurred in the table at the end of this section.

In March 2021, October 2020, and October 2019, payments of $ 4,000 , $ 2,500 , and $ 1,500 , respectively, were made by the Company to CBF, which reduced the redeemable financial instrument balance to zero.

EBC has been identified as a related party because Daniel G.

Cohen is a trustee of EBC and has sole voting power with respect to all shares of the Company held by EBC.

In September 2013, EBC, as an assignee of CBF, made a $ 4,000 investment in the Company.

The Company issued $ 2,400 in principal amount of the 2013 Convertible Notes and $ 1,600 of the Common Stock to EBC.

On September 25, 2019, the 2013 Convertible Notes were amended and restated and, subsequent to this amendment, are referred to as the 2019 Senior Notes.

On September 25, 2020 the 2019 Senior Notes were amended again to extend their maturity date until September 25, 2021.

The Company fully paid and extinguished the 2019 Senior Notes on September 24, 2021.

The Company incurred interest expense on this debt, which is disclosed as part of interest expense incurred in the table at the end of this section.

The JKD Investor is an entity owned by Jack J.

DiMaio, the vice chairman of the board of directors, and his spouse.

On October 3, 2016, JKD Investor invested $ 6,000 in the Operating LLC.

Additional investments were made in January 2017 and January 2019 in the amounts of $ 1,000 and $ 1,268 , respectively.

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.

The interest expense on this investment is disclosed as part of interest expense incurred in the table at end of this section.

On January 31, 2020, JKD Investor purchased $ 2,250 of the 2020 Senior Notes.

On January 31, 2022, the Operating LLC and JKD Investor entered into 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 the Amended and Restated Note in the aggregate principal amount of $ 4,500 .

The Company incurred interest expense on this debt, which is disclosed as part of interest expense incurred in the tale at the end of this section.

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.

Effective September 1, 2024, JKD Investor and the Operating LLC entered into the Redemption Agreement, which terminated the JKD Investment Agreement in its entirety and resulted in the full redemption of the redeemable financial instrument.

Pursuant to the Redemption Agreement, the Company issued to JKD Investor the 2024 Note in the principal amount of $ 5,146 .

The interest incurred on the 2024 Note is disclosed in the table below.

See notes 4, 19, and 20.

On January 31, 2020, JKD Investor purchased $ 2,250 of the 2020 Notes.

On January 31, 2022, the Operating LLC and JKD Investor entered into the 2022 Note 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 the 2020 Note in the aggregate principal amount of $ 4,500 .

S ee note 20.

The Company incurred interest expense on this debt, which is disclosed in the table below.

DGC Trust has been identified as a related party because Daniel G.

4 unchanged sentences

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.

On December 30, 2019, the DGC Trust contributed 291,480 shares of IMXI common stock with a fair value of $ 3,428 to the Operating LLC.

In exchange for these shares, the Operating LLC issued to the DGC Trust 9,880,268 newly issued units of membership interests in the Operating LLC and the Company issued to the DGC Trust 9,880,268 shares of newly issued Series F Preferred Stock.

In March 2017, the 2017 Convertible Note was issued to the DGC Trust.

The Company incurred interest expense on the 2017 Convertible Note, which is disclosed as part of interest expense incurred in the table below.

In March 2017, the 2017 Convertible Note was issued to DGC Trust.

The Company incurred interest expense on the 2017 Convertible Note which is included in the table below.

Duane Morris, LLP (“Duane Morris”)

2 unchanged sentences

Expense incurred by the Company for services provided by Duane Morris is included within professional fees and operating expense in the consolidated statements of operations and comprehensive income and are disclosed in the table below.

Cohen Circle, LLC ("Cohen Circle"), formerly Fintech Masala, LLC

The Company engaged Betsy Cohen, as an agent of Cohen Circle, as a consultant to provide certain services related to the Insurance SPAC II.

The Company agreed to pay a consultant fee of $ 1 per month, which commenced on October 1, 2020 and continued through February 2021.

The expense incurred by the Company for the consulting services provided by Cohen Circle is included within professional fees and operating expense in the consolidated income statement and are disclosed in the table below.

The Company engaged Betsy Cohen, as an agent of Cohen Circle, as a consultant to provide certain services related to the Insurance SPAC III.

Cohen Circle, LLC ("Cohen Circle")

The Company engaged Betsy Cohen, as an agent of Cohen Circle, as a consultant to provide certain services related to Insurance SPAC III.

The Company agreed to pay a consultant fee of $ 1 per month, which commenced on December 1, 2020 and continued through November 18, 2022, the date Insurance SPAC III announced that it would not consummate an initial business combination within the time period required.

1 unchanged sentence

The Company has a sublease agreement as sub-lessor for certain office space with Cohen Circle.

The Company received payments under this sublease agreement which payments are recorded as a reduction in rent and utility expenses.

The Company received payments under this sublease agreement, which are recorded as a reduction in rent and utility expenses.

This sublease agreement commenced on August 1, 2018 and has a term that automatically renews for one year periods if not cancelled by either party upon 90 days’ notice prior to the end of the then-existing term.

The income earned pursuant to this sublease agreement is included as a reduction in rent expense in the consolidated statements of income and is disclosed in the table below.

Investment Vehicle and Other

Investment Vehicles and Other

Stoa USA Inc.

7 unchanged sentences

The Company wrote off its investment during the three months ended September 30, 2023 and recorded a principal transactions loss.

The Company had no remaining investment in Stoa USA Inc.

/ FlipOS as of December 31 2023.

The Company has no remaining investment in Stoa USA Inc.

The fair value of these investments was included in other investments, at fair value on the consolidated balance sheets;

12 unchanged sentences

Any fees earned for such consulting services are included in principal transactions and other income in the table below.

The SPAC Fund was considered a related party because it was an equity method investment of the Company prior to its consolidation effective April 1, 2023 ( see note 4 ).

The Company had an investment in and a management contract with the SPAC Fund.

Income earned or loss incurred on the investment prior to consolidation is included as part of principal transactions and other income in the tables below.

Revenue earned on the management contract prior to consolidation is included as part of asset management in the table below.

Insurance JV is considered a related party because it is an equity method investment of the Company.

The Company has an investment in and a management contract with the U.S.

Insurance JV.

Income earned or loss incurred on the investment are included as part of principal transactions and other income.

Revenue earned on the management contract are included as part of asset management in the table below.

As of December 31, 2023 , the Company owned 1.86 % of the equity of the U.S.

Insurance JV.

CREO JV is considered a related party because it is an equity method investment of the Company.

The Company has an investment in and a servicing agreement with CREO JV.

Income earned or loss incurred on the investment are included as part of principal transactions and other income.

Revenue earned on the servicing contract are included as part of asset management in the table below.

Income earned, or loss incurred, on the investment is included as part of principal transactions and other income.

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.

Insurance SPAC II

Prior to February 9, 2021, the date of the Insurance SPAC II Merger, Insurance SPAC II was considered a related party as it was an equity method investment of the Company.

The Operating LLC was the manager of the Insurance SPAC II Sponsor Entities and the Company consolidated the Insurance SPAC II Sponsor Entities.

Prior to the Insurance SPAC II Merger, the Company owned 46.1 % of the equity in Insurance SPAC II.

Income earned, or loss incurred, on the equity method investment in Insurance SPAC II is included in the table below.

The Operating LLC and the Insurance SPAC II entered into an administrative services agreement, dated September 2, 2020, pursuant to which the Operating LLC and the Insurance SPAC II agreed that, commencing on the date that the Insurance SPAC II’s securities were first listed on the NASDAQ Capital Market through the earlier of the Insurance SPAC II’s consummation of a business combination and its liquidation, the Insurance SPAC II would pay the Operating LLC $ 20 per month for certain office space, utilities, secretarial support, and administrative services.

Revenue earned by the Company from such administrative services agreement is included as part of principal transactions and other income in the tables below.

The Company also agreed to lend the Insurance SPAC II $ 750 for operating and acquisition related expenses as a sponsor of Insurance SPAC II;

no amount was borrowed from the Company.

See notes 12 and 21.

Insurance JV is considered a related party because it is an equity method investment of the Company.

The Company has an investment in and a management contract with U.S.

Insurance JV.

Income earned, or loss incurred, on the investment is included as part of principal transactions and other income.

Revenue earned on the management contract is included as part of asset management in the table below.

As of December 31, 2024 , the Company owned 1.86 % of the equity of U.S.

Insurance JV.

The SPAC Fund was considered a related party because it was an equity method investment of the Company prior to its consolidation effective April 1, 2023 ( see note 4 ).

The Company had an investment in and a management contract with the SPAC Fund.

Income earned, or loss incurred, on the investment prior to consolidation is included as part of principal transactions and other income in the table below.

Revenue earned on the management contract prior to consolidation is included as part of asset management in the table below.

Insurance SPAC III

Insurance SPAC III is considered a related party because it was an equity method investment of the Company.

Insurance SPAC III was considered a related party because it was an equity method investment of the Company.

The Operating LLC was the manager of the Insurance SPAC III Sponsor Entities, and the Company consolidated the Insurance SPAC III Sponsor Entities.

2 unchanged sentences

Income earned, or loss incurred, on the equity method investment in the Insurance SPAC III is included in the table below.

The Operating LLC and the Insurance SPAC III entered into an administrative services agreement, dated December 17, 2020, pursuant to which the Operating LLC and the Insurance SPAC III agreed that, commencing on the date that the Insurance SPAC III’s securities were first listed on the NASDAQ Capital Market through the earlier of the Insurance SPAC III’s consummation of a business combination and its liquidation, the Insurance SPAC III would pay the Operating LLC $ 20 per month for certain office space, utilities, and shared personnel support as may be requested by Insurance SPAC III.

Revenue earned by the Company from the administrative services agreement is included as part of principal transactions and other income in the tables below.

The Operating LLC and Insurance SPAC III entered into an administrative services agreement, dated December 17, 2020, pursuant to which the Operating LLC and Insurance SPAC III agreed that, commencing on the date that Insurance SPAC III’s securities were first listed on the NASDAQ Capital Market through the earlier of Insurance SPAC III’s consummation of a business combination and its liquidation, Insurance SPAC III would pay the Operating LLC $ 20 per month for certain office space, utilities, and shared personnel support as may be requested by Insurance SPAC III.

Revenue earned by the Company from the administrative services agreement is included as part of principal transactions and other income in the table below.

The Operating LLC loaned to Insurance SPAC III approximately $ 71 to cover IPO expenses, which was repaid in full at the closing of the IPO.

8 unchanged sentences

Fintech Acquisition Corp.

IV ("FTAC IV") was a SPAC.

The sponsor of FTAC IV ("FTAC IV Sponsor") is a related party as it was an equity method investment of the Company.

The Company made a sponsor investment in FTAC IV Sponsor, receiving a final allocation of 81,825 founder shares of FTAV IV stock for $ 1 .

In addition, on September 29, 2020, the Operating LLC entered into a letter agreement with FTAC IV Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC IV Sponsor for a period not longer than 24 months.

As consideration for these services, the Company received an allocation of an additional 24,547 founder shares of FTAC IV 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 tables below.

FTAC IV completed a business combination in 2021.

Fintech Acquisition Corp.

V ("FTAC V") was a SPAC.

3 unchanged sentences

As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC V 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 tables below.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.

FTAC V liquidated in 2022.

4 unchanged sentences

As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC VI 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 tables below.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.

FTAC VI liquidated in 2022.

FTAC Olympus Acquisition Corp.

("FTAC Olympus") was a SPAC.

The sponsor of FTAC Olympus ("FTAC Olympus Sponsor") is a related party as it was an equity method investment of the Company.

The Company made a sponsor investment in FTAC Olympus Sponsor, receiving a final allocation of 399,741 founder shares of FTAC Olympus stock.

In addition, on September 8, 2020, the Operating LLC entered into a letter agreement with FTAC Olympus Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Olympus Sponsor for a period not longer than 24 months.

As consideration for these services, the Company received an allocation of an additional 19,987 founder shares of FTAC Olympus 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 tables below.

FTAC Olympus completed a business combination in 2021.

FTAC Athena Acquisition Corp.

1 unchanged sentence

The sponsor of FTAC Athena ("FTAC Athena Sponsor") is a related party as it was an equity method investment of the Company.

On February 26, 2021, the Operating LLC entered into a letter agreement with FTAC Athena Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Olympus Sponsor for a period not longer than 24 months.

On February 26, 2021, the Operating LLC entered into a letter agreement with FTAC Athena Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Athena Sponsor for a period not longer than 24 months.

As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC Athena 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 tables below.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.

FTAC Athena liquidated in 2023.

4 unchanged sentences

As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC Hera 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 tables below.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.

FTAC Hera liquidated in 2022.

4 unchanged sentences

As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC Parnassus 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 tables below.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.

FTAC Parnassus liquidated in 2022.

4 unchanged sentences

As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Zeus 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 tables below.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.

FTAC Zeus liquidated in 2023.

4 unchanged sentences

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 tables below.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.

The Company made an additional investment of $ 47 in another subsidiary of FTAC Emerald Sponsor in the form of a promissory note and this amount was written off in 2024.

This write off is included in income (loss) from equity method affiliates in the table below.

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.

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 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.

Pursuant to the Vellar Purchase Agreement, the Operating LLC sold all of its 33.4 % interest in Vellar GP to each of Solomon Cohen and Jason Capone 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, the Company expects 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 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 .

The Company invests in sponsor entities of SPACS, either directly or through its interest in the SPAC Series Funds, which are not otherwise affiliated with the Company, but are considered related parties because they are accounted for under the equity method.

As of December 31, 2024, the Company owned 5.35 % of these entities in the aggregate.

Income earned or loss incurred on the equity method investment in these other SPAC sponsor entities is included in the tables below.

The following tables display the routine transactions recognized in the statements of operations from identified related parties that are described above.

Income earned, or loss incurred, on the equity method investment in these other SPAC sponsor entities is included in the table below.

The following table displays the routine transactions recognized in the statements of operations from the identified related parties that are described above.

RELATED PARTY TRANSACTIONS

2 unchanged sentences

Asset management

Other SPAC Entities

$ 711 $ 113 $ -

1 unchanged sentence

$ 1,876 $ 1,487 $ 2,023

$ 1,487 $ 2,023 $ 5,171

Principal transactions and other income

Dutch Real Estate Entities

Insurance SPAC II

$ 617 $ 901 $ 32

Insurance SPAC III

Other SPAC Entities

28 ( 43 ) 474

Stoa USA Inc./FlipOS

4 unchanged sentences

$ ( 759 ) $ 334 $ ( 71 )

Insurance SPAC II

Insurance SPAC III

10 unchanged sentences

$ 1,050 $ 941 $ 1,270

$ 941 $ 1,270 $ 3,927

The following related party transactions are non-routine and are not included in the tables above.

The following related party transactions are non-routine and are not included in the table above.

Directors and Employees

On October 1, 2024, the Company assumed the final year obligation of a three -year corporate aircraft program arrangement from the Company's executive chairman, Daniel G.

The cost of the final year obligation is $ 1,208 .

The arrangement allows for an allotted number of hours of air travel on selected aircraft.

The Company intends to use the air travel for general business purposes.

During the year ended December 31, 2024, the Company recognized $ 291 of amortization expense on this lease, which is record in business development, occupancy, equipment expense in the consolidated statement of operations.

The Company has entered into employment agreements with Daniel G.

8 unchanged sentences

The lease terminated June 20, 2022.

The Company recorded $ 0 , $ 48 , and $ 96 of rent expense related to this agreement for each of the three years ended December 31, 2023 , 2022 , and 2021 , respectively, which is included as a component of business development, occupancy, and equipment in the statement of operations.

The Company recorded $ 48 of rent expense related to this agreement for the year ended December 31, 2022, which is included as a component of business development, occupancy, and equipment in the statement of operations.

DUE FROM / DUE TO RELATED PARTIES

Amounts due to related parties related to redeemable financial instruments and outstanding debt are included as components of those balances in the consolidated balance sheets.

Also, interest or investment return owed on those balances are included as a component of accounts payable and other liabilities in the consolidated balance sheets.

In addition, interest or investment return owed on those balances are included as a component of accounts payable and other liabilities in the consolidated balance sheets.

Any investment made in an equity method affiliate for which the Company does not elect the fair value option is included as a component of investments in equity method affiliates in the consolidated balance sheets.

10 unchanged sentences

Due from Related Parties

On February 1, 2023, Daniel G.

Cohen, the Company’s executive chairman, in accordance with the Operating LLC operating agreement, redeemed 479,380 LLC Units for which the Company paid to Mr.

Cohen an aggregate of $ 421 , or $ 0.878 per LLC Unit.

The LLC Units were so redeemed by Mr.

Cohen in order to fund certain tax liabilities incurred by Mr.

Cohen in connection with the vesting, on January 31, 2023, of 967,830 restricted LLC Units that had been previously granted to Mr.

Cohen under the 2020 Long-Term Incentive Plan.

On February 1, 2023, Lester Brafman, the Company’s chief executive officer, in accordance with the Operating LLC operating agreement, redeemed 470,330 LLC Units for which the Company paid to Mr.

Brafman an aggregate of $ 413 , or $ 0.878 per LLC Unit.

The LLC Units were so redeemed by Mr.

Brafman in order to fund certain tax liabilities incurred by Mr.

Brafman under the 2020 Long-Term Incentive Plan.

COHEN & COMPANY INC.

9 unchanged sentences

Prepaid income taxes

Deferred income taxes

$ 67,763 $ 67,708

$ 67,240 $ 71,570

Accrued interest and other liabilities

Deferred income taxes

25,258 25,216

56 unchanged sentences

Increase / (decrease) in accounts payable and other liabilities

35 199 ( 74 )

Increase / (decrease) in deferred income taxes

3 unchanged sentences

Financing activities

Repurchase and repayment of debt

Proceeds from issuance of Common Stock

1 unchanged sentence

( 54 ) ( 48 ) ( 76 )

Principal payments on debt

- - ( 2,400 )

Repurchase of stock

Dividends paid to stockholders

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures