What changed in this filing

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Item 1. Business

2026-03-06 compared with 2025-03-12 · 130 added, 143 removed, 349 unchanged (44% of the section changed)

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Our business segments are Capital Markets, Asset Management, and Principal Investing.

Our Capital Markets business segment consists of fixed income sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services, operating primarily through our subsidiaries, JVB in the United States (the “U.S.”) and CCFESA in Europe.

A division of JVB, Cohen & Company Capital Markets (“CCM”) is our full-service boutique investment bank that focuses on mergers and acquisitions (“M&A”), capital markets, and SPAC advisory services.

Our Capital Markets business segment also includes investment returns on financial instruments that we have received as consideration for advisory, underwriting, and new issue placement services provided by CCM.

Our Asset Management business segment manages assets through investment vehicles, such as collateralized debt obligations (“CDOs”), managed accounts, joint ventures, and investment funds (collectively, “Investment Vehicles”).

As of December 31, 2024, we had approximately $2.3 billion of assets under management (“AUM”) in primarily fixed income assets in a variety of asset classes including U.S.

and European bank and insurance trust preferred securities (“TruPS”), debt issued by small and medium sized European, U.S., and Bermudian insurance and reinsurance companies, equity interests of SPACs and their sponsor entities, and commercial real estate loans.

Our Principal Investing business segment is comprised primarily of investments we hold related to our SPAC franchise and investments that we have made for the purpose of earning an investment return rather than investments made to support our trading or other capital markets business activity.

Our Capital Markets business segment consists of sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services, operating primarily through our subsidiaries, Cohen Securities in the United States (the “U.S.”) and CCFESA in Europe.

A division of Cohen Securities, Cohen & Company Capital Markets (“CCM”) is our full-service boutique investment bank providing capital markets and special purpose acquisition corporation ("SPAC") advisory services to corporations, financial sponsors, investors, and institutions.

Our Capital Markets business segment also includes investment returns on financial instruments that we have received as consideration for investment banking and new issue services provided by CCM.

Our Asset Management business segment manages assets through investment vehicles, such as investment funds, managed accounts, joint ventures, and collateralized debt obligations (“CDOs”) (collectively, “Investment Vehicles”).

As of December 31, 2025, we had approximately $1.4 billion of assets under management (“AUM”) in primarily fixed income assets in a variety of asset classes including European bank and insurance trust preferred securities (“TruPS”), debt issued by small and medium sized European, U.S., and Bermudian insurance and reinsurance companies, and commercial real estate loans.

Our Principal Investing business segment is comprised primarily of investments we have made for the purpose of earning an investment return rather than investments made to support our trading or other capital markets business activity.

Capital Markets

Our Capital Markets business segment consists primarily of fixed income sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services operating primarily through our subsidiaries, JVB in the U.S.

Our Capital Markets business segment consists primarily of sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services operating primarily through our subsidiaries, Cohen Securities in the U.S.

and CCFESA in Europe.

JVB is our sole operating U.S.

broker-dealer, under our JVB Holdings subsidiary, and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”).

Cohen Securities is our sole operating U.S.

broker-dealer, under our Cohen Securities Holdings subsidiary, and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”).

CCFESA is regulated by the ACPR.

CCM was established in 2021 as a division of JVB to address the coverage gaps and structural shortfalls at leading investment banks.

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

CCM is one of the most active SPAC advisors on Wall Street with differentiated and inventive products for clients.

Our Capital Markets business segment also includes investment returns on financial instruments that we have received as consideration for investment banking and new issue services provided by CCM.

CCM was established in 2021 as a division of Cohen Securities to address the coverage gaps and structural shortfalls at leading investment banks.

CCM is a full-service boutique investment bank providing capital markets and SPAC advisory services to corporations, financial sponsors, investors, and institutions.

CCM is one of the most active SPAC advisors on Wall Street with differentiated and inventive products for clients, and a focus on frontier technologies, digital assets, energy transition, and natural resources.

In addition, we are growing our team of investment banking professionals with experience in a number of emerging growth verticals and continue to expand offerings for our clients.

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As of December 31, 2025, CCM had 28 investment banking professionals with substantial industry and capital markets experience.

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

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

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

corporate bonds and loans, asset-backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage-backed securities (“RMBS”), collateralized bond obligations (“CBOs”), collateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration loans ("SBA loans"), U.S.

corporate bonds and loans, SPAC equity, preferred equity, asset-backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage-backed securities (“RMBS”), collateralized bond obligations (“CBOs”), collateralized 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.

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In addition, our mortgage group acts as an intermediary between borrowers and lenders of short-term funds and provides funding for various inventory positions using repurchase agreements.

In addition, JVB operates a gestation repo financing program.

In general, JVB lends money to a counterparty after obtaining collateral securities from that counterparty via a reverse repurchase agreement.

JVB also borrows money from another counterparty using the same collateral securities via a repurchase agreement.

JVB seeks to earn net interest margin on these transactions.

In addition, Cohen Securities operates a gestation repo financing program.

In general, Cohen Securities lends money to a counterparty after obtaining collateral securities from that counterparty via a reverse repurchase agreement.

Cohen Securities also borrows money from another counterparty using the same collateral securities via a repurchase agreement.

Cohen Securities seeks to earn net interest margin or fees on these transactions.

Gestation repo involves entering into repurchase and reverse repurchase agreements where the underlying collateral security represents a pool of newly issued mortgage loans.

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(i) on balance sheet trades and (ii) agency trades.

For on balance sheet trades, JVB borrows from one counterparty and lends to another on a principal basis and earns net interest margin.

For agency trades, JVB receives a fee (which is paid by the borrower and is a function of the reverse repo notional amount), while the borrower and lender transact with each other directly.

From 2017 through 2021, we also operated a matched book general collateral funding (“GCF”) repo business as a full netting member of the Fixed Income Clearing Corporation’s (“FICC”) Government Services Division.

Primarily due to reduced spreads in the repo market for GCF collateral, we exited the GCF business in 2021.

For on balance sheet trades, Cohen Securities borrows from one counterparty and lends to another on a principal basis and earns net interest margin.

For agency trades, Cohen Securities receives a fee (which is paid by the borrower and is a function of the reverse repo notional amount), while the borrower and lender transact with each other directly.

Our Capital Markets business segment generates revenue through the following activities:

(1) trading activities, which include execution and brokerage services, gestation repo, riskless trading activities as well as gains and losses (unrealized and realized), and income and expense earned on securities classified as trading, (2) new issue and advisory revenue comprised of (a) origination fees for newly created financial instruments originated by us, (b) revenue from advisory services, (c) underwriting, and (d) new issue revenue associated with arranging and placing the issuance of newly created financial instruments, and (3) any investment returns on financial instruments that we have acquired or received as consideration for services provided by CCM.

Our Capital Markets business segment has offices in Boca Raton (Florida), Memphis (Tennessee), Menlo Park (California), New York City (New York), Paris (France), and Philadelphia (Pennsylvania).

(1) trading activities, which include execution and brokerage services, gestation repo, riskless trading activities as well as gains and losses (unrealized and realized), and income and expense earned on securities classified as trading and (2) investment banking and new issue revenue comprised of (a) origination fees for newly created financial instruments originated by us, (b) revenue from advisory services, (c) underwriting, (d) new issue revenue associated with arranging and placing the issuance of newly created financial instruments, and (e) any investment returns on financial instruments that we have acquired or received as consideration for services provided by CCM.

Our Capital Markets business segment has offices in Boca Raton (Florida), Charlotte (North Carolina), Houston (Texas), Memphis (Tennessee), Menlo Park (California), New York City (New York), Paris (France), and Philadelphia (Pennsylvania).

Trades in our Capital Markets business segment can be either “riskless” or risk-based.

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Whereas any gains or losses on securities that we have classified as other investments, at fair value, which were not received as consideration for services provided by CCM, are recorded in our Principal Investing business segment.

From time to time, CCM receives financial instruments as consideration for advisory, underwriting, and new issue placement services provided.

We generally record the fair value of the investment consideration as new issue and advisory revenue at the time it is received, and record subsequent gains and losses, including periodic mark-to-market unrealized gains and losses, as principal transactions revenue, which remain in the Capital Markets segment.

From time to time, CCM receives financial instruments as consideration for investment banking and new issue services provided.

We generally record the fair value of this investment consideration as investment banking and new issue revenue at the time it is received, and record subsequent gains and losses, including periodic mark-to-market unrealized gains and losses, as an adjustment to investment banking and new issue revenue, which remains in the Capital Markets segment.

A description of our investment portfolio can be found under the heading "Principal Investing" below, reflecting the value as of December 31, 2025 of the financial instruments that CCM has acquired or received as consideration for services provided.

Our commercial real estate lending platform (“CRE Opportunities” or "CREO"), which operates outside of JVB, was created in 2021 with a primary focus on multi-family transitional loans and a team of professionals with extensive origination, underwriting, and securitization experience in the commercial real estate market.

Our commercial real estate lending platform (“CRE Opportunities” or "CREO"), which operates outside of Cohen Securities, was created in 2021 with a primary focus on multi-family transitional loans and a team of professionals with extensive origination, underwriting, and securitization experience in the commercial real estate market.

Any CREO origination activities are considered part of our Capital Markets business segment.

Asset Management

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Total CDO AUM

A description of Investment Vehicles that were under management as of December 31, 2024 is set forth below.

A description of Investment Vehicles that are included in the chart above is set forth below.

PriDe Funds and Other Managed Accounts.

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In July 2020, the third vintage Investment Vehicles in the series of these funds closed with total commitments of €375.5 million, an initial investment period of three years (which was later extended by two years), and a maturity date of July 2035.

In November 2024, the fourth vintage Investment Vehicles in the series of these funds closed with total commitments of €337 million, an initial investment period of three years, and a maturity date of November 2037.

In November 2024, the fourth vintage Investment Vehicles in the series of these funds closed with total initial commitments of €337 million (subsequently increased to €475.5 million), an initial investment period of three years, and a maturity date of November 2037.

This series of Investment Vehicles is referred to in this Annual Report on Form 10-K as the “PriDe Funds.” The PriDe Funds earn investment returns by investing in a diversified portfolio of debt securities issued by small and medium sized European and Bermudian insurance companies that have limited access to capital markets.

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

We owned a one-third interest in the Vellar GP, and effective April 1, 2023, we began consolidating the SPAC Fund as well.

We owned a one-third interest in the Vellar GP and were the managing member, and effective April 1, 2023, we began consolidating the SPAC Fund as well.

CCFM was the manager of the SPAC Fund and was entitled to a quarterly base management fee based on a percentage of the NAV of the SPAC Fund until April 1, 2023.

In February 2025, we sold our one-third interest in the Vellar GP and going forward will no longer consolidate the Vellar GP or have any interest in the Vellar GP or the SPAC Fund.

In February 2025, we sold our one-third interest in the Vellar GP, stopped consolidating the Vellar GP, and no longer have any interest in the Vellar GP or the SPAC Fund.

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

SPAC Series Funds.

As a complement to the SPAC Fund, we established and became the managing member and investment manager to two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issue a separate series for each investment portfolio, which typically consists of investments in the sponsor entities of individual SPACs.

The investing activity of the SPAC Series Funds includes purchasing interests in the placement units of certain SPAC sponsor entities that, in addition to placement units, entitle the SPAC Series Funds to certain amounts of founder shares, for a nominal purchase price.

As a complement to the SPAC Fund, we established and became the managing member and investment manager to two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issued a separate series for each investment portfolio, which typically consisted of investments in the sponsor entities of individual SPACs.

We are not issuing any new SPAC Series Funds, and this business is winding down.

The investing activity of the SPAC Series Funds included purchasing interests in the placement units of certain SPAC sponsor entities that, in addition to placement units, entitle the SPAC Series Funds to certain amounts of founder shares, for a nominal purchase price.

The number of founder shares allocated to the SPAC Series Funds is not finally determined until the related business combination (if any) is completed by the applicable SPAC.

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Although we do not charge a management fee for most of the SPAC Series Funds, nor do we earn a performance fee from most of the SPAC Series Funds, we and certain of our employees receive a portion of the allocations of founder shares, for a nominal purchase price, from the SPAC sponsor entities in which the SPAC Series Funds invest.

As of December 31, 2024, the SPAC Series Funds had issued limited liability company interests and invested in 13 SPAC sponsor entities, and the aggregated total net asset carrying value of the remaining SPAC Series Funds was $41.9 million.

As of December 31, 2024, our investment in the SPAC Series Funds was carried at $1.9 million.

As of December 31, 2024, in our capacity as the asset manager of the SPAC Series Funds, we received and still hold an allocation of 1.7 million founder shares, for a nominal purchase price, from six different SPAC sponsor entities that have not completed any business combinations.

These allocations will be worthless if the underlying SPACs fail to complete their business combination and liquidate.

As of December 31, 2025, in our capacity as the asset manager of the SPAC Series Funds, we received and still hold an allocation of 0.5 million founder shares, for a nominal purchase price, from one SPAC sponsor entity that has not completed any business combinations.

This allocation will be worthless if the underlying SPAC fails to complete a business combination and liquidates.

Furthermore, even if a business combination is completed, the founder shares allocable to us may be adjusted significantly downward based on final negotiation with the business combination counterparty.

See below for a description of our Principal Investments as of December 31, 2024.

As of December 31, 2024, we managed five Alesco CDOs and two Dekania Europe CDOs, which were initially securitized during 2004 to 2007.

See below for a description of our investment portfolio as of December 31, 2025.

As of December 31, 2025, we managed two Dekania Europe CDOs, which were initially securitized during 2006 and 2007.

In September 2025, we completed the sale of all remaining Alesco CDO contracts.

A CDO is a form of borrowing secured by different types of fixed income assets such as corporate or mortgage loans or bonds.

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In the event of a default, the lender will have recourse only to the assets securing the loan.

These structures can hold different types of securities, but as of December 31, 2024, our only remaining CDOs under management were backed by U.S.

and European bank and insurance TruPS and subordinated debt.

In general, our Alesco and Dekania Europe deals have the following terms.

These structures can hold different types of securities, but as of December 31, 2025, our only remaining CDOs under management were backed by European bank and insurance TruPS and subordinated debt.

In general, our Dekania Europe deals have the following terms.

We receive senior and subordinate management fees.

On the Alesco CDOs, we can be removed as manager without cause if 66.7% of the rated note holders voting separately by class and 66.7% of the equity holders vote to remove us, or if 75% of the most senior note holders vote to remove us when certain over-collateralization ratios fall below 100%.

We can be removed as manager for cause if a majority of the controlling class of note holders or a majority of equity holders vote to remove us.

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There was a non-call period for the equity holders, which ranged from three to six years.

Once this non-call period expires, a majority of the equity holders can trigger an optional redemption as long as the liquidation of the collateral generates sufficient proceeds to pay all principal and accrued interest on the rated notes and all expenses.

In ten years after the closing, an auction call will be triggered if the rated notes have not been redeemed in full.

Once this non-call period expired, a majority of the equity holders can trigger an optional redemption as long as the liquidation of the collateral generates sufficient proceeds to pay all principal and accrued interest on the rated notes and all expenses.

In ten years after the closing, an auction call is triggered if the rated notes have not been redeemed in full.

In an auction call redemption, an appointee will conduct an auction of the collateral, which will only be executed if the highest bid results in sufficient proceeds to pay all principal and accrued interest on the rated notes and all expenses.

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While an event of default exists, a majority of the senior note holders can declare the principal and accrued and unpaid interest immediately due and payable.

All of the Alesco and Dekania Europe CDOs that we manage have reached their auction call redemption features, which means the portfolio of collateral for each CDO is subject to an auction on either a quarterly or bi-annual basis.

Both of the Dekania Europe CDOs that we manage have reached their auction call redemption features, which means the portfolio of collateral for each CDO is subject to an auction on a quarterly basis.

If an auction is successful, the management contract related to such CDO will be terminated in connection with the liquidation of the CDO and we will lose the related management fees.

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In 2014, we refocused our Principal Investing portfolio on products that we do not manage for the purpose of earning an investment return.

More recently, capitalizing on our SPAC expertise, we have become active in multiple aspects of the SPAC market, including as a sponsor, asset manager, and investor, and as a result we hold various investments related to our SPAC franchise.

A SPAC is a shell corporation formed for the sole purpose of raising investment capital through an initial public offering (“IPO”), which is then used to acquire or merge with one or more unspecified businesses to be identified after the IPO.

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The sponsors of the applicable SPAC generally provide the starting capital for that SPAC and such sponsors stand to benefit from a sizeable stake in the post-business combination acquired or merged company (assuming a business combination is consummated by the SPAC that they sponsor).

The capital raised in the SPAC’s IPO is placed in an interest-bearing trust account and cannot be disbursed except to complete a business combination or to return the money to investors (if the SPAC does not complete a business combination within the required time period and must be liquidated.) A SPAC generally has approximately two years to complete a deal.

A SPAC generally has approximately two years to complete a deal.

In return for the capital invested by investors in the SPAC IPO, investors typically receive units in the SPAC, with each unit often comprising a share of common stock and a warrant (or fraction thereof) to purchase more stock at a later date.

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The purpose of the warrant is to provide investors with additional compensation for investing in the SPAC.

The warrants generally become exercisable either 30 days after the completion of a business combination or twelve months after the IPO.

The fair market value of the target company must be at least 80% (but generally much more) of the SPAC’s trust assets.

Upon successful completion of a business combination, the sponsors will profit from their stake in the post-business combination acquired or merged company, while the investors receive an equity interest according to their respective investment amounts The founders of the SPAC generally purchase founder shares at the initiation of the SPAC, paying nominal consideration for the number of shares that, based on recent transactions, results in or around a 20% to 25% ownership stake in the outstanding shares after the completion of the IPO.

Since 2018, we have sponsored three SPACs.

Since 2018, we have sponsored five SPACs.

Our first sponsored SPAC, Insurance Acquisition Corp.

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II (“Insurance SPAC II”), completed its $250 million IPO in September 2020 and entered into a merger agreement in November 2020 with Metromile, Inc., a digital insurance platform and pay-by-mile auto insurer (“MetroMile”), which closed on February 9, 2021.

Subsequently, MetroMile was acquired by Lemonade, Inc.

(NYSE:LMND) (“Lemonade”).

Our third sponsored SPAC, INSU Acquisition Corp.

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

Subject to changes in the overall SPAC market, which are evolving rapidly, we may continue to grow our SPAC franchise and capitalize on opportunities in the space.

In addition to our sponsored SPACs, we receive founder shares and purchase placement units and IPO units in various SPACs sponsored by third parties and affiliates, through our SPAC Series Funds and our Principal Investing portfolio.

Our fourth sponsored SPAC, Columbus Circle Capital Corp.

I (“Columbus Circle SPAC”), completed its $250 million IPO in May 2025, entered into a merger agreement in June 2025, and completed its business combination in December 2025 with ProCap Financial, Inc.

BRR), a bitcoin native financial services firm.

Our fifth sponsored SPAC, Columbus Circle Capital Corp.

CMIIU), completed its $230 million IPO in February 2026.

Subject to changes in the overall SPAC market, which are evolving rapidly, we may continue to capitalize on opportunities in the space.

The amount of founder shares allocated to us is not finally determined until the related business combination is completed.

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In these cases, any allocation of founder shares to us will also be reduced.

We invest in SPAC sponsor entities that we do not consolidate because we are not the managing member of such sponsor entity or otherwise do not have the power to direct the sponsor entity's most important activities.

In these cases, we treat our investment in the SPAC sponsor entity as an equity method investment.

We invested in SPAC sponsor entities through our SPAC Series Funds that were not consolidated because we were not the managing member of such sponsor entity or otherwise did not have the power to direct the sponsor entity's most important activities.

In these cases, our investment in the SPAC sponsor entity is treated as an equity method investment.

Furthermore, because of the difficulty of determining the fair value of such an investment during the applicable SPAC's pre-business combination period, we generally have not elected the fair value option.

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We will then record principal transactions income and loss until the SPAC shares themselves are liquidated.

Through Vellar GP, we have also engaged in several transactions known as “share forward arrangements” (“SFAs”).

In a typical SFA transaction, we acquire 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.

Upon acquiring these interests, we enter into an SFA derivative arrangement with the SFA Counterparty.

In cases where we acquire our interests in the SFA Counterparty through open market purchases, the SFA generally requires an up-front payment to us from the SFA Counterparty.

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

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

The SFA stipulates that we 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 we acquire in the SFA Counterparty, 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 us to hold the interests that we acquired in the SFA Counterparty.

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

Additionally, SFAs generally include a feature whereby if we hold the interests we acquired in the SFA Counterparty until maturity or another agreed-upon date, we become 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 us 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, we 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 us to keep the interests we hold in the SFA Counterparty and offset the Maturity Consideration we are owed following termination of the applicable SFA.

On February 25, 2025, we sold all of our interests in Vellar GP and do not anticipate engaging in additional SFA transactions in the foreseeable future.

As of December 31, 2024, our investment portfolio included other investments, at fair value, which were valued at $35.3 million, and investments in equity method affiliates, which were carried at $23.4 million, net of other investments sold, not yet purchased, which were valued at $1.7 million, and the related non-convertible non-controlling interests, which were valued at $11.5 million.

As of December 31, 2025, our investment portfolio included other investments, at fair value, which were valued at $57.3 million, and investments in equity method affiliates, which were carried at $6.7 million, net of the related non-convertible non-controlling interests, which were valued at $0.4 million.

Any financial instruments that CCM receives as consideration for services provided are included in the Capital Markets segment, while all other financial instruments are included in the Principal Investing segment.

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In addition, several of the positions listed below are subject to trading restrictions or are warrants, units, or notes that are convertible into publicly traded equity.

A description of our investments as of December 31, 2024 is set forth below.

Inv in Equity

Non-Convertible,

A description of our investment portfolio as of December 31, 2025 is set forth below.

Other Investments, at Fair Value:

Sold, Not Yet

Non-Controlling

Post-Business Combination SPACs -

Abpro Corporation

Baird Medical Investment Holdings Limited

Brand Engagement Network, Inc.

Captivision Inc.

ProCap Financial, Inc.

Avax One Technology Ltd.

Critical Metals Corp.

Crown LNG Holdings Limited

Murano Global Investments Plc

Payoneer Global Inc.

Rezolve Limited

Vellar - SPVs

ZoomCar Holdings, Inc.

(convertible note and shares)

Pre-Business Combination SPACs -

Chenghe Acquisition II Co.

Dynamix Corporation (warrants)

FACT II Acquisition Corp (units)

Melar Acquisition Corp I

Other Investments -

Dutch Real Estate

Nakamoto Inc.

Namib Minerals Ltd.

OceanPal Inc.

Other Companies

Subtotal Public Companies and Other

SPAC placement units/warrants, pre-M&A

ProCap Financial, Inc.

Dutch Real Estate Fund

Other Securities

Subtotal Non-CCM

Total Other Investments, at Fair Value

Investment in Equity Method Affiliates:

Dutch Real Estate Entities

Other Securities

Total Investment in Equity Method Affiliates

Total Investment Portfolio

Investment in Post-Business Combination SPACs.

These are investments in publicly traded companies that were issued in connection with business combinations with SPACs.

A significant portion of this equity was received as consideration for services provided by CCM.

The portion that is not related to CCM consideration, is related to allocations of founder shares to us, for a nominal purchase price, from the SPAC sponsor entities in which the SPAC Series Funds invested.

An investment in post-business combination SPACs is classified as other investments, at fair value after we receive our allocation of the post-business combination publicly traded company shares.

During the period between the closing of the business combination and receiving our allocation of shares in the post-business combination publicly traded company, an investment in post-business combination SPACs is classified as an investment in equity method affiliates, representing an investment in the sponsor of the SPAC, entitling us to an eventual allocation of post-business combination public company shares.

As of December 31, 2024, our investment in the public equity of post-business combination SPACs was valued at $23.8 million as a component of other investments, at fair value, $15.1 million of which was received as consideration for services provided by CCM, and our investment in the sponsors entitling us to public equity of post-business combination SPACs had a carrying value of $17.7 million as a component of investment in equity method affiliates.

As of December 31, 2024, these investments had offsetting liabilities that were valued at $1.7 million as a component of other investments sold, not yet purchased, and $11.5 million as a component of non-convertible non-controlling interests, representing the portion of the investment that we do not ultimately own.

Certain of the shares are subject to restrictions on transfer until threshold trading prices are met.

See notes 4 and 9 to our consolidated financial statements included in this Annual Report on Form 10-K.

Investment in Pre-Business Combination SPACs.

These are investments in publicly traded pre-business combination SPACs, which are primarily shares received as consideration for CCM acting as underwriter in the IPOs of SPACs or performing other advisory services.

As of December 31, 2024, our investment in the public equity of pre-business combination SPACs was valued at $1.6 million as a component of other investments, at fair value.

Investment in CREO JV.

In September 2021, we co-established and committed to invest up to $15.0 million in the CREO JV.

As of December 31, 2024, we had invested $4.9 million of our $15.0 million investment commitment, our investment in the CREO JV was valued at $6.4 million, which was included as a component of other investments, at fair value in our consolidated balance sheet, and the NAV of the CREO JV was $85.8 million.

Investment in Dutch Real Estate.

In December 2019, we acquired a 45% interest in CK Capital Partners B.V.

(“CK Capital”), a private company incorporated in the Netherlands, which provides asset and investment advisory services relating to real estate holdings, as well as a 10% interest in a related real estate holding company.

In December 2021, we invested an additional $2.4 million in the related real estate holding company.

As of December 31, 2024, our investment in these Dutch real estate entities was carried at $5.1 million, $0.4 million in CK Capital and $4.7 million in the real estate holding company, which was included as a component of investment in equity method affiliates in our consolidated balance sheet.

Investment in U.S.

Other Investments, at Fair Value - CCM.

These investments are financial instruments that we have received as consideration for investment banking and new issue services provided by CCM, and include unrestricted common stock, restricted common stock, warrants, and convertible notes.

As of December 31, 2025, there was $34.2 million of other investments, at fair value on our consolidated balance sheet related to CCM consideration.

The public companies and other line item represents investments primarily in publicly traded companies that were issued in connection with business combinations of SPACs that were clients of CCM, which were valued at $15.7 million as of December 31, 2025.

The SPAC placement units / warrants line item represents investments in 33 publicly traded pre-business combination SPACs that are primarily shares received as consideration for CCM acting as underwriter in the IPOs of SPACs or performing other advisory services, which were valued at $18.5 million as of December 31, 2025.

Certain of these investments are subject to transfer restrictions until threshold timing or trading prices are met.

Other Investments, at Fair Value – Non-CCM:

ProCap Financial, Inc.

This investment represents the retained founder and placement shares of our sponsored Columbus Circle SPAC, which consummated its business combination with ProCap Financial, Inc.

on December 5, 2025.

Up until December 5, 2025, we consolidated the sponsor of the Columbus Circle SPAC, which treated its investment in the Columbus Circle SPAC under the equity method of accounting.

The sponsor distributed all of its assets and ceased operations in December 2025.

Once we received our allocation of the post-business combination publicly traded company shares, this investment was classified as other investments, at fair value on our consolidated balance sheet and was valued at $7.6 million as of December 31, 2025.

These shares are subject to transfer restrictions until threshold timing or trading prices are met.

See note 4 to our consolidated financial statements included in this Annual Report on Form 10-K.

Insurance JV.

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As of December 31, 2025, we had fulfilled our investment commitment, our investment in the U.S.

Insurance JV was valued at $2.8 million, which was included as a component of other investments, at fair value in our consolidated balance sheet, and the NAV of the U.S.

Insurance JV was valued at $2.4 million, which was included as a component of other investments, at fair value on our consolidated balance sheet, and the NAV of the U.S.

Insurance JV was $132.0 million.

Investment in Other Securities.

In September 2021, we co-established and committed to invest up to $15.0 million in the CREO JV.

As of December 31, 2025, we had invested $7.7 million of our $15.0 million investment commitment, our investment in the CREO JV was valued at $8.9 million, which was included as a component of other investments, at fair value on our consolidated balance sheet, and the NAV of the CREO JV was $119.6 million.

Dutch Real Estate Fund.

In 2025, our equity method affiliate, CK Capital Partners B.V.

(“CK Capital”) launched and became the manager of an investment fund with the directive to realize capital growth and rental income by investing in, actively managing, and adding value to office buildings in the Netherlands.

We invested $1.2 million in this Dutch real estate fund in July 2025, which was included as a component of other investments, at fair value on our consolidated balance sheet.

As of December 31, 2025, this investment was valued at $1.2 million.

Other Securities.

We have invested in various original issuance securities that we have originated and certain other securities that we have not originated including private equity, public equity, and real estate loans.

As of December 31, 2024, our investments in these other securities were valued at $0.6 million, which was included as a component of other investments, at fair value, and $0.6 million, which was included as a component of investment in equity method affiliates, in our consolidated balance sheet.

As of December 31, 2025, our investments in these other securities were valued at $3.0 million, which was included as a component of other investments, at fair value on our consolidated balance sheet.

As of December 31, 2025, these investments had offsetting liabilities that were valued at $6 thousand as a component of non-convertible non-controlling interest, representing the portion of the investment that we do not ultimately own.

Certain of these investments are subject to transfer restrictions until threshold timing or trading prices are met.

Investment in Equity Method Affiliates:

Dutch Real Estate Entities.

In December 2019, we acquired a 45% interest in CK Capital, a private company incorporated in the Netherlands, which provides asset and investment advisory services relating to real estate holdings, as well as a 10% interest in a related real estate holding company.

In December 2021, we invested an additional $2.4 million in the related real estate holding company.

As of December 31, 2025, our investment in these Dutch real estate entities was carried at $5.7 million, $0.5 million in CK Capital and $5.2 million in the real estate holding company, which was included as a component of investment in equity method affiliates on our consolidated balance sheet.

Other Securities.

As of December 31, 2025, our investments in these other securities were valued at $0.9 million, which was included as a component of investment in equity method affiliates, on our consolidated balance sheet.

As of December 31.

2025, these investments had offsetting liabilities that were valued at $0.4 million as a component of non-convertible non-controlling interest, representing the portion of the investment that we do not ultimately own.

Certain of these investments are subject to transfer restrictions until threshold timing or trading prices are met.

As of December 31, 2025, we employed a total of 126 full-time professionals and support staff.

This number includes 76 employees of our JVB subsidiary, six employees of our CRE Opportunities group, five employees of our Principal Investing business segment, eight employees of our U.S.

This number includes 94 employees of our Cohen Securities subsidiary, four employees of our CRE Opportunities group, two employees of our Principal Investing business segment, eight employees of our U.S.

Asset Management business segment, five employees of our European Asset Management business segment, and 13 employees of our executive and support services group.

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As of December 31, 2025, our regulated subsidiaries include:

Cohen Securities, a U.S.

registered broker-dealer regulated by FINRA and subject to oversight by the U.S.

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See “Item 1A — Risk Factors” beginning on page 16.

As of December 31, 2024, JVB was registered as a broker-dealer with the SEC and was a member of and regulated by FINRA.

JVB is subject to the regulations of FINRA and industry standards of practice that cover many aspects of its business, including initial licensing requirements, sales and trading practices, relationships with customers (including the handling of cash and margin accounts), capital structure, capital requirements, record-keeping and reporting procedures, experience and training requirements for certain employees, and supervision of the conduct of affiliated persons, including JVB's directors, officers, and employees.

As of December 31, 2025, Cohen Securities was registered as a broker-dealer with the SEC and was a member of and regulated by FINRA.

Cohen Securities is subject to the regulations of FINRA and industry standards of practice that cover many aspects of its business, including initial licensing requirements, sales and trading practices, relationships with customers (including the handling of cash and margin accounts), capital structure, capital requirements, record-keeping and reporting procedures, experience and training requirements for certain employees, and supervision of the conduct of affiliated persons, including Cohen Securities' directors, officers, and employees.

FINRA has the power to expel, fine, and otherwise discipline member firms and their employees for violations of these rules and regulations.

JVB is also registered as a broker-dealer in certain U.S.

states, requiring it to comply with the laws, rules, and regulations of each state in which JVB is registered.

Cohen Securities is also registered as a broker-dealer in certain U.S.

states, requiring it to comply with the laws, rules, and regulations of each state in which Cohen Securities is registered.

Each state may revoke the registration to conduct a securities business in that state and may fine or otherwise discipline broker-dealers and their employees for failure to comply with such state’s laws, rules, and regulations.

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These regulations require certain disclosures by, and restrict the activities of, broker-dealers, among others.

Failure to comply with these new requirements may result in monetary, regulatory and, in the case of the Patriot Act, criminal penalties.

Failure to comply with these requirements may result in monetary, regulatory and, in the case of the Patriot Act, criminal penalties.

In July 2010, the federal government passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

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These sections of the Dodd-Frank Act and the regulations that are adopted to implement them could negatively affect the swaps and securities markets by reducing their depth and liquidity and thereby affect pricing in these markets.

To date, we have adapted successfully to the applicable legislative and regulatory requirements of Dodd-Frank.

However, the Dodd-Frank Act as a whole and the intensified regulatory environment will likely alter certain business practices and change the competitive landscape of the financial services industry, which may have an adverse effect on our business, financial condition, and results of operations.

To date, we have adapted successfully to the applicable legislative and regulatory requirements of Dodd-Frank Act.

In June 2018, in response to the uncertainty surrounding Brexit, we created a new subsidiary, Cohen & Company Financial (Europe) Limited (“CCFEL”) in Ireland, for the purpose of seeking to become regulated to perform asset management and capital markets activities in Ireland and the European Union.

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It sets out a series of measures to fight against terrorist financing more effectively and guarantee improved transparency of financial transactions.

Digital Operational Resilience of the Financial Sector (DORA) .

European Regulation 2022/2554 of December 14, 2022 on DORA came into force on January 17, 2025.

The requirements of this regulation apply, with certain exceptions, to all entities in the financial sector and concern:

● IT risk management;

● incident reporting;

● resilience testing;

● management of third-party risk borne by IT service providers.

Changes in Existing Laws and Rules .

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As part of the AMLA package, the 6th Anti-Money Laundering Directive aims to improve the organization of national AML/CFT systems by establishing clear rules for national authorities, notably in terms of cooperation between Financial Intelligence Units (FIUs) and national supervisors.

The main contributions of this new directive concern the centralization and harmonization of information required for financial investigations, in particular bank account information and information on beneficial owners.

European Regulation 2022/2554 of December 14, 2022 on the digital operational resilience of the financial sector (DORA) came into force on January 17, 2025.

The requirements of this regulation apply, with certain exceptions, to all entities in the financial sector and concern:

● IT risk management;

● incident reporting;

● resilience testing;

● management of third-party risk borne by IT service providers.

The main contributions of this new directive entering into force in July 2027 concern the centralization and harmonization of information required for financial investigations, in particular bank account information and information on beneficial owners.

Available Information

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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 1. Business