What changed in this filing

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Item 1A. Risk Factors

2026-03-06 compared with 2025-03-12 · 87 added, 41 removed, 869 unchanged (13% of the section changed)

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We have incurred losses for certain periods covered by this report and in the recent past and may incur losses in the future.

Continued difficulties in our Capital Markets segment due to intense competition has resulted in significant strain on our administrative, operational and financial resources and these difficulties may continue in the future.

We have experienced intense competition in our Capital Markets segment, which has resulted in significant strain on our administrative, operational and financial resources.

These difficulties may continue in the future.

Our gestation repo business serves a narrow market and is likely subject to highly volatile demand.

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Our investments in post-business combination SPACs are carried at fair value but subject to sale restrictions which could result in significant losses to our business.

Our increasing involvement in digital-asset-related capital market transactions exposes us to significant market, regulatory, operational, and reputational risks.

Our failure to deal appropriately with actual, potential, or perceived conflicts of interest could damage our reputation and materially adversely affect our business.

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Risks Related to General and Global Factors :

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts in Ukraine and in Israel and the surrounding areas.

Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine, Israel, or any other geopolitical tensions.

Climate change concerns and incidents could disrupt our business, adversely affect the profitability of certain of our investments, adversely affect customer activity levels, adversely affect the creditworthiness of our counterparties, and damage our reputation.

Cybersecurity incidents, data breaches, or operational failures could disrupt our business, compromise sensitive information, and adversely affect our financial condition and results of operations

If we fail to control our costs effectively, our business could be disrupted and adversely affected.

We may need to offer new investment strategies and products in order to continue to generate revenue.

We may enter into new lines of business which may result in additional risks and uncertainties in our business

Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business.

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mortgage and real estate markets, consumer confidence, unemployment and geopolitical issues.

Global economic conditions and global financial markets remain vulnerable to the potential risks posed by certain events, which could include, among other things, level and volatility of interest rates, economic growth or its sustainability, unforeseen changes to gross domestic product, inflation, fluctuations or other changes in both debt and equity capital markets and currencies, political and financial uncertainty in the United States and the European Union, ongoing concern about Asia’s economies, global supply disruptions, complications involving terrorism and armed conflicts around the world (including the conflict between Russia and Ukraine and in Israel and the surrounding areas), or other challenges to global trade or travel, such as those that have occurred due to the COVID-19 pandemic.

More generally, because our business is closely correlated to the general economic outlook, a significant deterioration in that outlook or realization of certain events would likely have an immediate and significant negative impact on our business and overall results of operations.

Unfavorable market conditions may also lead to a reduction in revenues from our new issue and advisory revenues, including from underwriting and placement activities.

Unfavorable market conditions may also lead to a reduction in revenues from our investment banking and new issue revenues, including from underwriting and placement activities.

Our CCM revenue, in the form of advisory services and underwriting, is directly related to general economic conditions and corresponding financial market activity.

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If our revenue does not increase sufficiently, or even if our revenue does increase but we are unable to manage our expenses, we will not achieve and maintain profitability in future periods.

We have experienced difficulties in our Capital Markets segment over the past several years due to intense competition in our industry, which has resulted in significant strain on our administrative, operational and financial resources.

We have experienced intense competition in our Capital Markets segment, which has resulted in significant strain on our administrative, operational and financial resources.

These difficulties may continue in the future.

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Our gestation repo business serves a narrow market and is likely subject to highly volatile demand.

We operate a matched gestation repo program.

We operate a gestation repo program.

Gestation repo involves entering into repo and reverse repo transactions where the underlying collateral security represents a pool of newly issued mortgages.

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Housing Market-Related Risks

In recent years, our mortgage group has become an increasingly important component of our Capital Markets segment and the Company overall.

The mortgage group primarily earns revenue by providing hedging execution, securities financing, and trade execution services to mortgage originators and other investors in mortgage backed securities.

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Underwriting activities expose us to risks.

As part of our CCM business, we sometimes act as an underwriter in public offerings and other distributions of securities or as a financial advisor in connection with a capital raise.

As part of our CCM business, we sometimes act as an underwriter in public offerings and other distributions of securities or as a financial advisor in connection with a capital raise, or as placement agent undertaking certain additional liability in connection with registered direct securities offerings.

If we act as an underwriter, we may incur losses and be subject to reputational harm to the extent that, for any reason, the underwriting syndicate in any given transaction is unable to sell the relevant securities at the anticipated price levels.

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Further, the associated litigation process can place operational strain on our business.

If we do not retain our senior management and continue to attract and retain qualified personnel, we may not be able to execute our business strategy.

The members of our senior management team have extensive experience in the financial services industry.

Our future growth will depend on, among other things, our ability to successfully identify, recruit, develop, and retain talent and will require us to commit additional resources, and if we do not retain our senior management and continue to attract and retain qualified personnel, we may not be able to execute our business strategy.

We have experienced significant growth in our Capital Markets segment over the past several years, which may be difficult to sustain at the same rate.

Our business objectives are dependent, in part, on our ability to further grow our business to gain benefits related to scale.

In addition, our business involves the delivery of professional services and is largely dependent on the talents and efforts of highly skilled individuals.

Accordingly, our future growth will depend on, among other things, our ability to successfully identify and recruit individuals to join our Company.

It typically takes time for these professionals to become profitable and effective.

During that time, we may incur significant expenses and expend significant time and resources toward training, integration and business development aimed at developing this new talent.

If we are unable to recruit and develop such professionals, we will not be able to implement our growth strategy and gain benefits related to scale, and our financial results could be materially adversely affected.

Relatedly, the members of our senior management team have extensive experience in the financial services industry.

Their reputations and relationships with investors, financing sources and members of the business community in our industry, among others, are critical elements in operating and expanding our business.

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Our primary sources of working capital and cash are expected to consist of:

revenue from operations, including net trading revenue, asset management revenue, new issue and advisory revenue, interest income and dividends from our investment portfolio and potential monetization of principal investments;

revenue from operations, including net trading revenue, asset management revenue, investment banking and new issue revenue, interest income and dividends from our investment portfolio and potential monetization of principal investments;

securities financing including repurchase agreements and margin loans;

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However, we are limited in our ability to enter into these because of capital and financing requirements associated with such trades.

As of December 31, 2024, out of the $35.3 million reported as other investments, at fair value, $10.6 million represented restricted shares of post-business combination SPACs that were subject to transfer restrictions and could not be sold and $12.9 million related to interest in SPVs and other receivables, which have no ready market.

As of December 31, 2025, out of the $57.3 million reported as other investments, at fair value, $20.0 million represented placement units and warrants which are equity interests in SPACs that do not have redemption rights and therefore become worthless if the SPAC does not complete a business combination, $13.9 million in restricted shares of post-business combination SPACs that were subject to transfer restrictions and could not be sold and $2.7 million related to interest in SPVs and notes receivables, which have no ready market.

If these securities do not trade at the applicable per share price levels for the requisite periods of time and, in turn, the transfer restrictions thereon are never lifted, we could suffer significant losses and these securities could be rendered illiquid and even worthless, which could result in significant harm to our business and results of operations.

Our strategic relationship with Cohen Circle, LLC (“Cohen Circle”) could terminate, which could adversely affect the growth and viability of our SPAC franchise, which, in turn would negatively affect our results of our operations, and our strategic relationship with Cohen Circle could also result in conflicts of interest which could negatively affect our SPAC franchise and our business.

Cohen Circle, an entity of which Daniel G.

Cohen and his mother, Betsy Cohen, are members, is a fintech investing platform and the sponsor of third party SPACs.

We have entered into consulting agreements with Cohen Circle pursuant to which Betsy Cohen and other Cohen Circle representatives have provided and will continue to provide consulting services to us regarding our SPAC franchise and the SPAC entities of which we are sponsors.

We anticipate that we will continue to enter into consulting arrangements with Cohen Circle in connection with the SPACs which we sponsor in the future.

In the event that our strategic relationship with Cohen Circle is terminated, the loss of the services of Cohen Circle’s personnel could significantly impair our SPAC franchise's ability to continue to succeed, which could hinder our ability to achieve and sustain profitability.

In addition, certain of our employees also provide consulting and other SPAC-related services to Cohen Circle pursuant to contractual arrangements with the SPACs of which Cohen Circle is a sponsor.

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All of the foregoing could result in lost opportunities for our SPAC franchise, which could have negative impacts on our SPAC franchise and business as a whole.

Our increasing involvement in digital-asset-related capital market

A growing portion of our investment banking and capital markets activities involves clients operating in the digital asset ecosystem, including companies engaged in blockchain‑based financial services, token‑linked business models, and other participants in the digital asset markets.

We have also acted as an advisor, underwriter, or placement agent in transactions involving businesses with exposure to digital assets, including de‑SPAC PIPE transactions, M&A transactions, private placements, and initial public offerings.

Digital asset markets are highly volatile, rapidly evolving, and subject to sudden and significant changes in value, liquidity, trading behavior, and investor sentiment.

As a result, our involvement in these markets exposes us to a number of risks, including, but not limited to:

Extreme market volatility.

Digital assets have experienced, and may continue to experience, abrupt and significant value fluctuations.

Price swings may impair client demand for transactions, reduce transaction volumes, cause cancellations or delays in deals, and adversely affect valuations and compensation tied to financial instruments we receive as consideration in lieu of cash.

Regulatory uncertainty.

Digital asset activities are subject to inconsistent, rapidly changing, and sometimes unforeseen regulatory developments in the United States and abroad.

These developments may include new interpretations of securities laws, enforcement actions, restrictions on trading, changes in jurisdictional oversight, or new compliance obligations.

Any such regulatory actions could negatively affect our clients, disrupt the markets in which they operate, impair our ability to complete transactions, or increase our compliance costs.

Counterparty and operational risk.

Participants in the digital asset ecosystem may have limited operating histories, limited liquidity, or may rely on custodians, exchanges, or trading venues that themselves face financial, cybersecurity, or operational challenges.

Failures, bankruptcies, or trading halts involving digital asset intermediaries could adversely impact our clients’ ability to complete transactions or satisfy obligations to us.

Reputational risk.

The digital asset sector has experienced well‑publicized failures, fraud allegations, cybersecurity breaches, and other events that could negatively affect market perception of the sector as a whole.

Our association with clients in this space—even when we perform appropriate diligence—may expose us to reputational harm that could affect our broader business.

Valuation risk.

When we receive financial instruments, tokens, or equity in digital‑asset‑related companies as consideration for services, the fair value of those instruments may be volatile, illiquid, difficult to hedge, or subject to transfer restrictions.

Subsequent valuation changes may result in earnings volatility regardless of our underlying operating performance

Concentration risk.

To the extent our pipeline includes a significant number of transactions involving digital‑asset‑related clients or business models tied to token performance, deterioration in market conditions for digital assets could materially reduce transaction activity, fee generation, or investment returns.

If any of these risks materialize, our revenues, financial results, deal pipeline, ability to complete transactions, or reputation could be adversely affected.

Because digital asset markets remain highly unpredictable, and because technological and regulatory developments may occur with little notice, we may be unable to anticipate or mitigate all of the risks associated with our activities in this sector.

If we are unable to manage the risks of international operations effectively, our business could be adversely affected.

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presidential administrations or Congress, changes to global trade policies, supply chain complications, investment restrictions, or a combination of these and other factors.

In 2024, numerous elections were held globally, including the recent U.S.

presidential election.

In 2025, numerous elections were held globally.

The outcomes of the elections are expected to result in changes in policy, which could also have adverse effects on us or the business environment in which we operate more generally.

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In addition, currently all of our margin financing is obtained from Pershing LLC.

As of December 31, 2024, our total margin loan payable to Pershing LLC is $66.7 million.

As of December 31, 2025, we had no margin payable, but we routinely borrowed on it throughout the year.

If our relationship with Pershing LLC is terminated, there can be no assurance that the functions and margin loan financing previously provided could be replaced on comparable economic terms.

An inability to access capital readily or on terms favorable to us could impair our ability to fund operations and could jeopardize our financial condition and results of operations.

Our substantial level of indebtedness could adversely affect our financial health and ability to compete.

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If we and our directors, officers and employees fail to comply with the rules and regulations of these government agencies, we and they may be subject to claims or actions by such agencies.

Substantial legal liability or significant regulatory action could have material adverse financial effects or cause significant reputational harm, either of which could seriously harm our business.

As a member of the financial services industry, we face substantial litigation and regulatory risks and substantial legal liability or significant regulatory action could have material adverse financial effects or cause significant reputational harm, either of which could seriously harm our business.

We face substantial regulatory and litigation risks and conflicts of interests and may face legal liability and reduced revenues and profitability if our business is not regarded as compliant or for other reasons.

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Any of these factors could cause a decline in the value of financial instruments which we hold.

SFA transactions may obligate the Company to make payments on a certain payments at, or subsequent to, maturity which may be made in cash, by returning the acquired interests in kind, or through a combination of both, which could affect our liquidity.

A significant component of our principal investment revenue has come from SFAs.

SFAs stipulate that we must make a payment to the SFA Counterparty on or subsequent to a certain maturity date, which may be in cash, by returning the acquired assets in kind, or a combination of both.

Payment to the SFA Counterparty pursuant to the SFAs may have an adverse impact on our liquidity.

We may need to incur additional indebtedness to finance these payments to the extent our cash resources are insufficient to meet our obligations under the SFAs as a result of timing discrepancies or otherwise, and these obligations could negatively effect our business, financial condition, and results of operations.

Risks Related to Our Organizational Structure and Ownership of Our Common Stock

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Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans.

JVB is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in JVB.

Cohen Securities is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in Cohen Securities.

In addition, these restrictions could potentially impose notice requirements or limit the Company’s ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan.

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Additionally, as of December 31, 2025, Daniel G.

Cohen directly owns 4.1% of our Common Stock.

Cohen owns 2.5% of our Common Stock.

Further, as of such date, Mr.

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Risks Related to General and Global Factors

and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine.

On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported.

Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led to market disruptions, including significant volatility in credit and capital markets.

Additionally, Russia’s prior annexation of Crimea, the recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including the removal of certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system.

Additional potential sanctions and penalties have also been proposed and/or threatened.

Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets.

Any of the above-mentioned factors could affect our business, prospects, financial condition, and operating results.

The extent and duration of the military action, sanctions and resulting market disruptions are difficult to predict, but could be substantial.

Any such disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K.

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New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products.

Cybersecurity incidents, data breaches, or operational failures could disrupt our business, compromise sensitive information, and adversely affect our financial condition and results of operations.

As discussed further at Item 1.C, we rely heavily on information technology systems, data networks, and third‑party service providers to conduct and support our operations.

These systems and networks are critical to our ability to execute transactions, maintain records, safeguard client and employee information, manage risk, and operate our business.

We and our third‑party vendors have been, and may continue to be, the target of attempted cybersecurity incidents, intrusions, ransomware attacks, phishing schemes, malware, and other forms of unauthorized access or attempts to disrupt systems or data.

Cyber‑threat actors, including state‑sponsored organizations, criminal networks, and insiders, continue to increase the sophistication, frequency, and persistence of their attacks.

As a result, no matter how well‑designed or implemented our controls are, we may be unable to anticipate, prevent, or mitigate all cybersecurity incidents.

A successful cyberattack or other cybersecurity event could result in the loss, theft, or unauthorized disclosure of confidential or proprietary information, including client data, employee information, transaction records, trade data, financial information, or other sensitive materials.

Cybersecurity incidents could also lead to business interruptions, system outages, denial‑of‑service conditions, operational delays, failed transaction processing, corrupted data, financial reporting errors, or the inability to access critical systems.

These events could cause us to incur significant remediation costs, including costs related to detecting the incident, recovering data, restoring systems, enhancing security controls, and engaging third‑party forensic experts.

We also rely on a number of third‑party vendors and service providers, including cloud‑based service providers, market‑data platforms, trading systems, communications networks, Software‑as‑a‑Service providers, and other technology partners.

Cyberattacks or data breaches involving these third parties—many of whom maintain access to sensitive information or play critical operational roles—could have similar or greater impacts on us, even if our own systems are not directly compromised.

We may have limited ability to control or influence the cybersecurity protections implemented by these parties.

Cybersecurity incidents may also expose us to regulatory scrutiny, investigations, or enforcement actions, particularly from financial services regulators that have increasingly focused on cybersecurity practices and incident reporting.

We could face potential litigation, contractual liabilities to clients or counterparties, penalties, or other legal exposure.

Additionally, cybersecurity incidents could result in reputational damage, loss of client confidence, negative publicity, or the loss of business opportunities.

Although we maintain cybersecurity policies, controls, and incident‑response procedures, and invest in security tools and personnel, these measures may not detect or prevent all threats, may be circumvented, and may need to be continually updated in response to evolving attack techniques.

Any cybersecurity event could have a material adverse effect on our business, financial condition, results of operations, or reputation.

If we fail to control our costs effectively, our business could be disrupted, and our financial results could be adversely affected.

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Since the disruptions in the global financial markets, we have had difficulty expanding our offerings which has inhibited our growth and harmed our competitive position in the asset management industry, and this may continue in the future.

Our strategy of expanding into new lines of business, including in connection with emerging or frontier industries, exposes us to increased risks, uncertainties, and potential liabilities.

As part of our long‑term growth strategy, we regularly evaluate and pursue opportunities to develop new services and enter emerging sectors, particularly within our investment banking operations.

These initiatives may involve industries, asset classes, or technologies with limited regulatory precedent, evolving competitive dynamics, or untested business models.

Our expansion of business into such areas may not be successful and could increase our operational, financial, legal, and compliance risks.

New or emerging lines of business also often require significant investments in personnel, technology, infrastructure, and compliance capabilities.

There is no assurance that we will achieve the expected returns on these investments, or that market demand will develop as anticipated.

In many cases, emerging industries experience rapid shifts in customer preferences, consolidation, or failure of early‑stage participants, any of which could negatively impact our ability to generate sustainable revenues or achieve scale.

Entry into certain new sectors may subject us to unfamiliar regulatory regimes or require interpretation of regulatory frameworks that are evolving, inconsistently applied, or subject to sudden change, which may lead to increased litigation and regulatory risk.

New business initiatives may create additional regulatory obligations or increase the complexity of our compliance environment.

Failure to understand, implement, or comply with applicable regulatory requirements—particularly in areas where regulatory expectations remain unsettled—could result in enforcement actions, fines, sanctions, reputational harm, or restrictions on our ability to operate.

Additionally, expansion into new lines of business may divert management attention and resources from our core operations.

If we are unable to effectively manage these initiatives, integrate new activities into our control and compliance framework, or maintain appropriate risk‑management practices, our business, financial condition, and results of operations could be adversely affected.

We may face damage to our professional reputation if our services are not regarded as satisfactory or for other reasons.

Across business segments we depend to a large extent on our relationships with our clients and reputation for integrity and high caliber professional services to attract clients.

Our ability to secure new engagements is substantially dependent on our reputation and the individual reputations of our financial professionals.

Any factor that diminishes our reputation or that of our financial professionals, including not meeting client expectations or actual or alleged misconduct by our financial professionals, including misuse of confidential information or mishandling actual or perceived conflicts, could make it substantially more difficult for us to attract new engagements and clients or retain existing clients.

As a result, if a client is not satisfied with our services, it may be more damaging in our field of business than in other business fields.

In addition, we may face reputational damage from, among other things, litigation against us, actual or perceived conflicts of interest, our failure to protect confidential information and/or breaches of our cybersecurity protections or other inappropriate disclosure of confidential information, including inadvertent disclosures.

Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business.

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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 1A. Risk Factors