What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-12 · 637 added, 546 removed, 2894 unchanged (29% of the section changed)

71 unchanged sentences

3 to Purchase and Contribution Agreement, dated as of January 11, 2011, by and among Cohen & Company Inc., Cohen Brothers, LLC, JVB Financial Holdings, L.L.C., the Sellers listed on Annex I to the original Purchase and Contribution Agreement, dated as of September 14, 2010, and the Management Employees as defined in the original Purchase and Contribution Agreement, dated as of September 14, 2010 (incorporated by reference to Exhibit 2.8 to the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2011).

Contribution Agreement, dated as of April 19, 2011, by and among IFMI, LLC, PrinceRidge Partners LLC and PrinceRidge Holdings LP (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2011).

Securities Purchase Agreement, dated as of February 20, 2014, by and among IFMI, LLC, Cohen Asia Investments Ltd., Dekania Investors, LLC, Star Asia Management Ltd., Star Asia Capital Management, LLC, Star Asia Advisors Ltd., Star Asia Advisors II Ltd., Star Asia Partners Ltd., Star Asia Partners II Ltd., an investment vehicle managed by Taro Masuyama and Malcolm MacLean, for purposes of Section 7.1 thereof only, Taro Masuyama and Malcolm MacLean, and, for purposes of Section 7.2 thereof only, Institutional Financial Markets, Inc.

and Daniel G.

Cohen (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2014).

Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Amendment No.

99 unchanged sentences

(incorporated by reference to Exhibit 10.28 of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 9, 2023 .

Convertible Senior Secured Promissory Note, dated March 10, 2017, issued by IFMI, LLC to DGC Family Fintech Trust in the aggregate principal amount of $15,000,000 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2017).

Amendment No.

1 to Convertible Senior Secured Promissory Note, dated September 25, 2020, by and between Cohen & Company, LLC and the DGC Family Fintech Trust (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2020).

Investment Agreement, dated September 29, 2017, by and between Cohen & Company, LLC and the DGC Family Fintech Trust (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2017).

31 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 June 18, 2024).

Third Amendment to Third Amended and Restated Loan Agreement, dated June 20, 2025 and effective as of June 18, 2025, 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 23, 2025).

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

3 unchanged sentences

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).

Master Transaction Agreement, dated March 13, 2025, by and between Cohen and Company Financial Management, LLC and HCMC III, LLC (incorporated by reference to Exhibit 10.1 of the Company’ s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2025).

Equity Distribution Agreement, dated February 20, 2026, by and between Cohen & Company Inc.

and Northland Capital Markets (incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on February 20, 2026).

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 *

Company Insider Trading Policy (incorporated by reference to Exhibit 19 of the Company ’ s Annual Report on Form 10-K filed with the SEC on March 12, 2025).

List of Subsidiaries.

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Cohen & Company Inc.

Incentive Compensation Policy.

Incentive Compensation Policy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2025).

Interactive data files pursuant to Rule 405 of Regulation S-T formatted inline XBRL:

100 unchanged sentences

Investments in equity method affiliates

23,430 14,241

Deferred income taxes

1 unchanged sentence

15,406 15,540

Payables to brokers, dealers, and clearing agencies

$ 700,585 $ 971,149

Payables to brokers, dealers, and clearing agencies

Accounts payable and other liabilities

17,944 10,913

Accrued compensation

1 unchanged sentence

Lease liability - operating leases

16,959 16,575

Trading securities sold, not yet purchased

3 unchanged sentences

400,391 695,966

Redeemable financial instruments

32,895 34,904

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Year Ended December 31,

Investment banking and new issue

$ 187,608 $ 40,778 $ 23,952

Asset management

47,347 36,409 30,926

New issue and advisory

Asset management

8,817 9,009 7,337

20 unchanged sentences

( 5,876 ) ( 5,821 ) ( 6,526 )

Gain on sale of management contracts

Income / (loss) from equity method affiliates

8 unchanged sentences

( 1,913 ) 8,675 19,590

Enterprise net (loss)

Enterprise net income (loss)

42,047 ( 486 ) ( 9,191 )

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

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

27,616 ( 357 ) ( 4,078 )

Net (loss) attributable to Cohen & Company Inc.

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

$ 14,431 $ ( 129 ) $ ( 5,113 )

1 unchanged sentence

Loss per common share-basic:

Basic (loss) per common share

Basic income (loss) per common share

$ 8.33 $ ( 0.08 ) $ ( 3.38 )

2 unchanged sentences

Income / (loss) per common share-diluted:

Diluted (loss) per common share

Diluted income (loss) per common share

$ 4.35 $ ( 0.08 ) $ ( 3.38 )

13 unchanged sentences

25,957 8,199 15,573

Comprehensive (loss) attributable to Cohen & Company Inc.

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

$ 14,538 $ ( 177 ) $ ( 5,088 )

11 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 in consolidated subsidiary, net

8 unchanged sentences

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

Non-convertible non-controlling interest investment

- - - - - - 39 39

Non-convertible non-controlling interest distributions

2 unchanged sentences

$ 27 $ 20 $ 76,704 $ ( 34,016 ) $ ( 1,007 ) $ 41,728 $ 48,555 $ 90,283

Net income / (loss)

- - - 14,431 - 14,431 25,703 40,134

Other comprehensive (loss)

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

Common stock issued, net

Other comprehensive income

- - - - 107 107 254 361

9 unchanged sentences

- - - - - - ( 954 ) ( 954 )

Non-convertible non-controlling interest contributions

- - - - - - 2,669 2,669

Non-convertible non-controlling interest distributions

17 unchanged sentences

( 1,118 ) ( 29,658 ) ( 107,816 )

Loss (gain) on disposal of interest in Vellar GP

Noncash advisory fees received

34 unchanged sentences

- ( 1,408 ) ( 5,512 )

Reduction in cash from disposal of interest in Vellar GP

Sales and returns of principal - other investments, at fair value

68 unchanged sentences

Subsequent to the AFN Merger, AFN was renamed Cohen & Company Inc.

In January 2011, it was renamed again as Institutional Financial Markets, Inc.

(“IFMI”) and on September 1, 2017 it was renamed again as Cohen & Company Inc.

Effective January 1, 2010, the Company ceased to qualify as a REIT.

The Company is a financial services company specializing in an expanding range of capital markets and asset management services.

As of December 31, 2024 , the Company had $ 2.3 billion in assets under management (“AUM”) of which $ 1.0 billion was in collateralized debt obligations (“CDOs”).

The remaining portion of AUM was from a diversified mix of Investment Vehicles (as defined herein).

As of December 31, 2025 , the Company had $ 1.4 billion in assets under management (“AUM”).

In these financial statements, the “Company” refers to Cohen & Company Inc.

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When the term “Cohen & Company Inc.” is used, it is referring to the parent company itself.

“JVB Holdings” refers to J.V.B.

Financial Holdings, LP, a wholly owned subsidiary of the Operating LLC;

“JVB” refers to J.V.B.

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

“Cohen Securities” refers to Cohen & Company Securities, LLC, a wholly owned broker-dealer subsidiary of Cohen & Company Securities Holdings, L.P.

(“Cohen Securities Holdings”).

Cohen Securities Holdings is a wholly owned subsidiary of the Operating LLC.

Prior to July 1, 2025, Cohen & Company Securities, LLC was known as J.V.B.

Financial Group, LLC.

"CCM," a division of Cohen Securities, refers to Cohen & Co mpany Capital Markets, the Company's full-service boutique investment bank providing capital markets and SPAC advisory services to corporations, financial sponsors, investors, and institutions.

"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, 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”) , 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.

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

The Company’s 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 and loans, special purpose acquisition corporation ("SPAC") equity, preferred equity, asset backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage backed securities (“RMBS”)

, collateralized bond obligations (“CBOs”),

co llateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration (“SBA”) loans, U.S.

government bonds, U.S.

1 unchanged sentence

The Company operates its capital markets activities primarily through its subsidiaries:

JVB in the United States and CCFESA in Europe.

Cohen Securities in the United States and CCFESA in Europ

CCM is a division of Cohen Securities.

Asset Management :

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.

The borrowing is secured by different types of fixed income assets such as corporate or mortgage loans or bonds.

The borrowing is in the form of a securitization, which means that the lenders are actually investing in notes backed by the assets.

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

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

The Company’s Asset Management business segment includes its fee-based asset management operations, which include ongoing base and incentive management fees.

Principal Investing :

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.

The Company’s Principal Investing business segment is comprised of investments that 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.

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

3 unchanged sentences

Capital Markets

• Investment banking and new issue revenue comprised of (a) origination fees for newly created financial instruments, (b) revenue from advisory services, (c) revenue from underwriting, (d) new issue revenue associated with arranging and placing newly created financial instruments, and (e) any investment returns on financial instruments that the Company has acquired or received as consideration for services provided by CCM.

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 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

1 unchanged sentence

Principal Investing

Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value and other investments, sold not yet purchased;

Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value and other investments, sold not yet purchased, which were not acquired as part of the CCM business;

• Income and loss earned on equity method investments.

The Company carries out certain activities at the Operating LLC (including a material amount of its principal investing activities).

The remaining activities noted above were carried out through the following main operating subsidiaries of the Company as of December 31, 2024 .

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 trust preferred securities ("TruPS") as well as insurance company subordinated debt.

The Company conducts certain activities at the Operating LLC (including a material amount of its principal investing activities).

The remaining activities noted above were conducted through the following main operating subsidiaries of the Company as of December 31, 2025 .

Cohen & Company Financial Management, LLC (“CCFM”) is a wholly owned subsidiary of the Operating LLC and acted as asset manager and investment adviser to the Alesco CDOs, which were sold in 2025.

Alesco CDOs invested 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.

3 unchanged sentences

Insurance JV.

JVB is a wholly owned subsidiary of the Operating LLC.

JVB is a securities broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”).

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

Cohen Securities is a wholly owned subsidiary of the Operating LLC.

Cohen Securities is a securities broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”).

Cohen Securities carries out the Company’s Capital Markets business segment activities in the U.S.

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

1 unchanged sentence

This entity was merged into CCFESA in 2023.

SPAC Sponsor Entities:

A series of LLCs set up to pool investor funds and invest in private placements of Company sponsored special purpose acquisition companies ("SPACs").

Vellar GP is an LLC in which the Operating LLC owns a one - third interest and consolidates.

SPAC Sponsor Entities is a series of LLCs set up to pool investor funds and invest in private placements of Company sponsored SPACs.

Vellar GP is an LLC in which the Operating LLC owned a one - third interest and consolidated it.

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

Effective April 1, 2023, the Vellar GP began consolidating the SPAC Fund.

The Vellar GP primarily invests in share forward arrangements.

The Vellar GP primarily invested in share forward arrangements.

See notes 4, 10, and 31.

The Company sold its interest in the Vellar GP in 2025.

BASIS OF PRESENTATION

1 unchanged sentence

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

During the year ended December 31, 2025, the Company began classifying principal transactions income (loss) related to CCM activities from principal transactions to investment banking and new issue.

Specifically, $ 22,644 and $ 4,312 of revenue previously reported on the consolidated statement of operations in principal transactions revenue has been reclassified as investment banking and new issue revenue for the periods ending December 31, 2024 and 2023, respectively.

These reclassifications had no effect on previously reported net income.

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

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All intercompany accounts and transactions have been eliminated in consolidation.

The Company consolidates the Operating LLC, which is its main operating subsidiary and through which it carries out nearly all of its activities.

With the exception of the junior subordinated notes included as a component of debt and the deferred tax liability, nearly all of the assets and liabilities included in the Company’s consolidated balance sheet are owned by the Operating LLC or its consolidated subsidiaries.

The Company consolidates the Operating LLC, which is its main operating subsidiary and through which it conducts nearly all of its activities.

With the exception of the junior subordinated notes included as a component of debt and any deferred tax asset or liability, nearly all of the assets and liabilities included in the Company’s consolidated balance sheet are owned by the Operating LLC or its consolidated subsidiaries.

In addition, with the exception of interest expense related to the junior subordinated notes and corporate tax expense, nearly all revenues, expenses, gains, and losses recognized in the consolidated statement of operations are generated by the Operating LLC or its consolidated subsidiaries.

2 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, 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.

For the years ended December 31, 2025 , 2024 , and 2023 , 70.4 %, 71.6 %, and 72.6 %, respectively, of the Operating LLC’s income or loss were treated as a non-controlling interest.

See notes 21 and 31.

4 unchanged sentences

Adoption of New Accounting Standards

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

The ASU clarifies that an entity should reevaluate whether a callable debt security is within the scope of ASC paragraph 310 - 20 - 35 - 33 for each reporting period.

The Company’s adoption of the provisions of ASU 2020 - 08, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements.

In October 2020, the FASB issued ASU 2020 - 10 Codification Improvements.

The ASU affects a wide variety of Topics in the Codification.

The ASU, among other things, contains amendments that improve consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section.

Many of the amendments arose because the FASB provided an option to give certain information either on the face of the financial statements or in the notes to financial statements and that option only was included in the Other Presentation Matters Section of the Codification.

The option to disclose information in the notes to financial statements should have been codified in the Disclosure Section as well as the Other Presentation Matters Section (or other Section of the Codification in which the option to disclose in the notes to financial statements appears).The Company’s adoption of the provisions of ASU 2020 - 10, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements.

In May 2021, the FASB issued ASU 2021 - 04, Earnings Per Share (Topic 260 ), Debt — Modifications and Extinguishments (Subtopic 470 - 50 ), Compensation (Topic 718 ), and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815 - 40 ):

Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.

This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another topic.

It specifically addresses:

( 1 ) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange;

( 2 ) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange;

and ( 3 ) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange.

The Company’s adoption of the provisions of ASU 2021 - 04, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU 2021 - 08, Business Combinations (Topic 805 ):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.

The amendments in improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination.

The Company’s adoption of the provisions of ASU 2021 - 08, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU 2021 - 10, Government Assistance (Topic 832 ):

Disclosures by Business Entities about Government Assistance.

This ASU includes amendments that are expected to increase transparency in financial reporting by requiring business entities to disclose information about certain types of government assistance they receive.

The amendments require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy to other accounting guidance:

(i) information about the nature of the transactions and the related accounting policy used to account for the transactions;

(ii) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item;

and (iii) significant terms and conditions of the transactions, including commitments and contingencies.

The Company’s adoption of the provisions of ASU 2021 - 10, effective January 1, 2022, did not have an effect on the Company’s consolidated financial statements.

In March 2022, the FASB issued ASU 2022 - 02, Financial Instruments — Credit Losses (Topic 326 ):

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

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

The amendments in this ASU address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The Company's adoption of the provisions of ASU 2023 - 09, effective January 1, 2025, did not have an effect on the Company’s 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 Company's adoption of the provisions of ASU 2024 - 01, effective January 1, 2025, did not have an effect on the Company’s 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 Company's adoption of the provisions of ASU 2024 - 02, effective January 1, 2025, did not have an effect on the Company’s consolidated financial statements.

In March 2025, the FASB issued ASU 2025 - 02, Liabilities ( 405 ):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

122, which amends an SEC paragraph noted in the Codification pursuant to the issuance of SEC Staff Accounting Bulletin No.

122, which removes the text of SAB Topic 5 FF, Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds.

For its Platform Users, the ASU is effective immediately.

The Company's adoption of the provisions of ASU 2025 - 02, effective January 1, 2025, did not have an effect on the Company's consolidated financial statements.

Cash and Cash Equivalents

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See note 9 for the information regarding the effects of applying the fair value option to the Company’s financial instruments on the Company’s consolidated financial statements.

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

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

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.

For financial instruments held outside of JVB, the Company accounts for them under ASC 320.

For financial instruments held outside of Cohen Securities, the Company accounts for them under ASC 320.

ASC 320 requires that the Company classify its investments as either (i) held to maturity, (ii) available for sale, or (iii) trading.

8 unchanged sentences

Therefore, for all periods presented, all securities owned by the Company were accounted for at fair value with unrealized and realized gains and losses recorded in the consolidated statement of operations.

When the Company acquires an investment for the purpose of earning a return rather than to support the Company’s trading or matched book repo operations, the Company classifies that investment as either other investments, at fair value or other investments sold, not yet purchased 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.

Otherwise, the investment is classified as investments-trading or securities sold, not yet purchased in the consolidated balance sheet and unrealized and realized gains will be included as a component of net trading revenue in the in the consolidated statement of operations.

When the Company acquires a financial instrument, its balance sheet classification and where in the statement of operations gains and losses are recorded depends on the reason the financial instrument was acquired.

The table below summarizes the different reasons the Company acquires financial instruments and the related classification:

Balance Sheet

Statement of Operations

Reason acquired:

Realized and Unrealized Gains / (Losses)

Acquired as part of trading activities

Investments - trading

Securities sold, not yet purchased

Acquired to earn a return

Other investments, at fair value

Other investments sold, not yet purchased

Principal transactions and other income

Acquired as non-cash consideration for services rendered

Other investments, at fair value

Other investments sold, not yet purchased

Investment banking and new issue revenue

When the Company acquires an investment that is required to be accounted for under the equity method, the Company will elect the fair value option when the fair value of the investment is either readily determinable or is eligible to be accounted for at NAV under the practical expedient of ASC 946.

13 unchanged sentences

Other Investments, at Fair Value

All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statements of operations.

All gains and losses (unrealized and realized) from securities classified as other investments, at fair value in the consolidated balance sheets are recorded as either (i) a component of principal transactions and other income or (ii) if acquired as part of CCM's activities, investment banking and new issue revenue in the consolidated statement of operations.

Other investments sold, not yet purchased

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 supporting the Company’s trading or matched book operations or they are acquired as an economic hedge to investments classified as other investments, at fair value.

These investments differ from investments classified as trading securities sold, not yet purchased as they are either acquired for purposes of earning a return rather than supporting the Company’s trading or gestation repo operations or they are acquired as an economic hedge to investments classified as other investments, at fair value.

They may be entered into as speculative investments as well.

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.

56 unchanged sentences

In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support.

The Company has variable interests in VIEs through its management contracts and investments in various securitization entities including CLOs and CDOs, CREO JV, U.S.

Insurance JV, SPAC sponsor entities, the SPAC Fund (prior to its consolidation), and interest in SPVs.

The Company has variable interests in VIEs through its management contracts and investments in various securitization entities, the CK Capital Value Fund, CREO JV, U.S.

Insurance JV, SPAC sponsor entities, and interest in SPVs.

Once it is determined that the Company holds a variable interest in a VIE, ASC 810 requires that the Company perform a qualitative analysis to determine (i) which entity has the power to direct the matters that most significantly impact the VIE’s financial performance and (ii) if the Company has the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive the benefits of the VIE that could potentially be significant to the VIE.

27 unchanged sentences

The Company has not elected to account for any of its debt at fair value under ASC 825.

Redeemable Financial Instruments

Redeemable financial instruments are investments made in the Operating LLC or other operating subsidiaries.

These investments entitle the holder to an investment return that is variable and is based on the operating results of certain business units of the Company.

These investments can be redeemed by the Company under certain circumstances or the holder may require redemption under certain circumstances.

However, there are no fixed maturity dates.

The Company treats these investments as liabilities and carries these investments at the redemption value plus any accrued and unpaid investment return on its consolidated balance sheets.

The redemption value is included in redeemable financial instruments and the accrued and unpaid investment return is included in accounts payable and other liabilities in the consolidated balance sheets.

Investment return is recorded on an accrual basis and is included as a component of interest expense in the consolidated statements of operations.

See notes 19 and 31.

Revenue Recognition

Investment banking and new issue

Investment banking and new issue revenue consists of (a) revenue from advisory services, (b) revenue from underwriting, (c) revenue associated with arranging and placing the issuance of newly created financial instruments, and (d) 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 These revenues are recognized when the Company satisfies its performance obligations by providing the related services and when collectability is reasonably assured.

Underwriting revenue arises from securities offerings in which the Company acts as an underwriter.

Underwriting expenses include legal fees, selling concessions, and clearing and settlement charges incurred in connection with the underwriting activities and are recorded as a component of subscriptions, clearing and execution in the consolidated statement of operations.

Underwriting revenue and expenses are recorded on a gross basis.

Net trading includes:

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However, in all cases the Company recognizes the incentive fees when they are probable and there is not a significant chance of reversal in the future.

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, (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

Principal transactions include all gains, losses, and income from financial instruments classified as other investments, at fair value and other investments sold, not yet purchased in the consolidated balance sheets.

Principal transactions include all gains, losses, and income from financial instruments classified as other investments, at fair value (excluding gains and losses on CCM financial instruments received as non-cash consideration for investment banking and new issue services), and other investments sold, not yet purchased in the consolidated balance sheets.

Investments classified as other investments, at fair value and other investments sold, not yet purchased are carried at fair value.

5 unchanged sentences

Interest expense incurred, other than interest income and expense included as a component of net trading, is recorded on an accrual basis and presented in the consolidated statements of operations as a separate non-operating expense.

See notes 19 and 20.

The Company leases office space and certain computer and related equipment.

16 unchanged sentences

The recipient is entitled to dividends during the vesting period but they are paid only if (and to the extent) the restricted share grant ultimately vests.

Any dividends paid for periods prior to vesting are treated as compensation expense.

The Company recognizes the expense over the service period on a straight line basis.

83 unchanged sentences

The estimated fair value measurements of securities sold under agreement to repurchase are based on observations of actual market activity and are generally classified within level 2 of the valuation hierarchy.

Redeemable financial instruments :

The liabilities for redeemable financial instruments are carried at their redemption value, which approximates fair value.

The estimated fair value measurement of the redeemable financial instruments is classified within level 3 of the valuation hierarchy.

These amounts are carried at outstanding principal less unamortized discount.

11 unchanged sentences

Investments in Special Purpose Acquisition Companies ("SPACs") Sponsor Entities

The Company invested in the sponsor entities of SPACs.

The Company invests in the sponsor entities of SPACs.

Sponsor entities are limited liability companies (each an "LLC") that pool their members' interests and invest in the private placement of a SPAC.

18 unchanged sentences

The fair value of the unrestricted shares received is equal to the public trading price of the SPAC on the date of the business combination.

The fair value of the restricted shares received was adjusted downwards from the public trading price for certain sale restrictions imposed (generally, they are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).

The Company uses a Monte Carlo simulation model to determine the appropriate discount to place on shares that are subject to hurdle prices.

Depending on the nature of restrictions imposed, the fair value of the restricted shares received may be adjusted downwards from the public trading price.

In the case of a SPAC business combination where the Company consolidated the sponsor entity, generally there is also an equity-based compensation entry to be recorded at the date of the business combination.

4 unchanged sentences

In these cases, the Company treated its investment in the sponsor entity as an equity method investment.

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

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

• If a SPAC completed a business combination and the Company had an equity method investment in the associated sponsor entity, upon completing a business combination, the sponsor entity recorded income equal to the difference between the fair value of the restricted and unrestricted shares it received and the carrying value of its equity method investment in the SPAC.

6 unchanged sentences

Recent Accounting Developments

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

Recognition and Initial Measurement.

The ASU applies to the formation of entities that meet the definition of a joint venture (or a corporate joint venture) as defined in the FASB Accounting Standards Codification Master Glossary.

The amendments in the ASU require that a joint venture apply a new basis of accounting upon formation.

As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value.

The ASU is effective on a prospective basis for all joint ventures with a formation date on or after January 1, 2025.

Early adoption of ASU No.

2023 - 05 is permitted in any interim or annual period in which financial statements have not yet been issued.

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

In October 2023, the FASB issued ASU 2023 - 06 , Disclosure Improvements — Codification Amendments in Response to the Securities and Exchange Commission ( “ SEC ’” ) Disclosure Update and Simplification Initiative .

These amendments clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB accounting standard codification with the SEC’s regulations.

The ASU will be effective on the date the related disclosure are removed from Regulation S- X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027.

Early adoption in not permitted.

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

The amendments in this ASU are effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis.

Retrospective application is permitted.

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 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 ):

1 unchanged sentence

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 ASU is effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

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

3 unchanged sentences

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

In May 2025, the FASB issued ASU 2025 - 03, Business Combinations (Topic 805 ) and Consolidation (Topic 810 ):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entit y.

The ASU revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business.

The amendments require an entity to consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions.

The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting within those annual reporting periods.

Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued (or made available for issuance).

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

In May 2025, the FASB issued ASU 2025 - 04, Compensation — Stock Compensation (Topic 718 ) and Revenue from Contracts with Customers (Topic 606 ):

Clarifications to Share-Based Consideration Payable to a Customer.

The amendments in this ASU affect the timing of revenue recognition for entities that offer to pay share-based consideration (e.g., equity instruments) to a customer (or to other parties that purchase the entity’s goods or services from the customer) to incentivize the customer (or its customers) to purchase its goods and services.

Specifically, the amendments clarify the requirements for share-based consideration payable to a customer that vests upon the customer purchasing a specified volume or monetary amount of goods and services from the entity.

The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting within those annual reporting periods.

Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued (or made available for issuance).

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

In July 2025, the FASB issued ASU 2025 - 05, Financial Instruments — Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments provide all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

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

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available issuance.

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

In September 2025, the FASB issued ASU 2025 - 06, Intangibles — Goodwill and Other Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software .

The amendments in this ASU require that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold").

In evaluating the probable-to complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software.

The ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

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

In September 2025, the FASB issued ASU 2025 - 07, Derivatives and Hedging (Topic 815 ) and Revenue from Contracts with Customers (Topic 606 ):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

The ASU clarifies derivative scope exceptions for certain contracts with underlings that are based on the operations or activities of one of the parties to the contract.

The ASU also clarifies the applicability of ASC Topic 606, Revenue from Contracts with Customers, and its interaction with other ASC Topics (including ASC Topic 815 on derivatives and hedging and ASC Topic 321 on equity securities), in the accounting for share-based noncash consideration (such as warrants or shares) received from a customer for the transfer of goods or services.

The ASU is effective for annual periods beginning after December 15, 2026 and interim periods within those periods.

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

In December 2025, the FASB issued ASU 2025 - 11, Interim Reporting (Topic 270 ) Narrow- Scope Improvements .

The amendments in this ASU do not change the fundamental nature of interim reporting or expand or reduce current interim disclosure.

The amendments in this ASU clarify the guidance in ASC Topic 270 by providing a comprehensive list of required interim disclosures and codifying a disclosure principle that requires the Company to disclose events and changes that occur after the end of the most recent annual reporting period that have a material impact on its consolidated financial statements.

The amendments in this ASU are effective for interim periods within annual reporting periods beginning after December 15, 2027.

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

In December 2025, the FASB issued ASU 2025 - 12, Codification Improvements.

(Topic 815 ) The amendments in this ASU update the FASB Accounting Standards Codification for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements.

The amendments in this ASU are effective for all entities for annual periods beginning after December 15, 2026, 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.

Columbus Circle Capital Corp I

On May 19, 2025, Columbus Circle Capital Corp I (the "Columbus Circle SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 25,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option.

On June 23, 2025, the Columbus Circle SPAC entered into a definitive business combination agreement with ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), ProCap Financial, Inc., a Delaware corporation (“ProCap Financial”), Crius SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), and Inflection Points Inc., d/b/a Professional Capital Management, a Delaware corporation (the "Business Combination Agreement").

Pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Columbus Circle SPAC and ProCap BTC would merge into SPAC Merger Sub and Company Merger Sub, respectively, and become wholly-owned subsidiaries of ProCap Financial, and ProCap Financial became a publicly traded company.

Proceeds from the proposed Business Combination, if any, after satisfaction of redemption payments to the Columbus Circle SPAC’s public shareholders and transaction expenses, were expected to be used by ProCap Financial to purchase bitcoin, in connection with ProCap Financial’s business plans and strategies.

On December 5, 2025, the transactions contemplated by the Business Combination were consummated (the “Closing”).

Upon the Closing, Columbus Circle SPAC and ProCap BTC merged into SPAC Merger Sub and Company Merger Sub, respectively, and became wholly-owned subsidiaries of ProCap Financial.

ProCap Financial became the go-forward company following the Closing.

ProCap Financials’ common stock and warrants commenced trading on the Nasdaq Global Market on December 8, 2025 under the symbols “BRR” and “BRRWW,” respectively.

From May 19, 2025 until December 5, 2025, the Company 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.

The following table shows the impact that the consolidation of the Columbus Circle SPAC sponsor had to the Company's statement of operations during 2025.

Principal transactions and other income

Total revenue

Operating expenses

Compensation and benefits

Total operating expenses

Operating income / (loss)

Non-operating income / (expense)

Income / (loss) from equity method affiliates

Income / (loss) before income taxes

Income tax expense / (benefit)

Net income / (loss)

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

Enterprise net income (loss)

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

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

The compensation incurred above represented share-based compensation recognized upon completion of the business combination.

See note 3 for the discussion of our accounting policy related to equity compensation for SPACs that the Company sponsors.

As of December 31, 2025, the Company held 2,151,666 shares of BRR which were allocated to the Company by the sponsor of the Columbus Circle Spac.

The Company carried at a value of $ 7,595 as a component of other investments, at fair value in the Company's consolidated balance sheet.

The BRR shares are subject to certain transfer restrictions, which restrictions will lapse and the BRR shares will no longer be subject to these transfer restrictions upon the earliest to occur of the following:

(i) the second anniversary of the Closing, (ii) if the closing price of ProCap Financials’ common stock equals or exceeds $ 10.21 per share (subject to customary adjustments) for any 20 trading days within any consecutive 30 -trading day period, and (iii) if the dollar volume-weighted average price for Bitcoin (BTC) during any one hundred twenty ( 120 )-hour period equals or exceeds $140 during any five -day period.

Any further change in value of these shares until final liquidation will be recorded as principal transactions gain or loss in the Company's consolidated statement of operations.

The Company recorded a loss of ($ 452 ) related to the BRR shares from the date received until December 31, 2025.

In addition, the Company served as underwriter and advisor to the Columbus Circle SPAC.

As partial consideration for these services, the Company received 392,000 shares of BRR and 196,000 warrants.

The shares and warrants are carried at a value of $ 1,521 and included as a component of other investments, at fair value in the consolidated balance sheet.

Sale of Management Contracts

On March 13, 2025, the Company entered into a Master Transaction Agreement (the “MTA”) with an affiliate of Hildene Capital Management, LLC (“Hildene”), an SEC-registered investment adviser based in Stamford, Connecticut.

Hildene has been investing in CDOs backed by trust preferred securities ("TruPS") since the 2007 - 08 financial crisis and has extensive experience with monitoring banks and insurance companies.

Pursuant to the MTA, the Company agreed to sell, assign, transfer, and convey to Hildene all of its rights and obligations in and under the Collateral Management Agreements and Collateral Administration Agreements (each a “CDO Agreement” and together, the “CDO Agreements”) for (i) Alesco Preferred Funding III, Ltd., (ii) Alesco Preferred Funding IV, Ltd., (iii) Alesco Preferred Funding V, Ltd., (iv) Alesco Preferred Funding VI, Ltd., and (v) Alesco Preferred Funding VIII, Ltd.

(each an “Issuer,” and, collectively, the “Issuers”) and all books and records with respect to each Issuer (collectively with the CDO Agreements, the “Assigned Assets”).

The MTA contemplated multiple closings following the date of the MTA (each an “MTA Closing”), with each MTA Closing to occur following the satisfaction of the conditions to MTA Closing for the assignment of each CDO Agreement pursuant to the MTA.

The most significant condition outside of the Company's and Hildene's control was consent of the preferred security holders of each CDO.

During the year ended December 31, 2025, the Company received all required consents with respect to the MTA Closing, and all of the MTA Closings were consummated.

No further MTA Closings will occur.

The Company recorded a gain of $ 2,734 , which represented the sale price of $ 3,500 less offsets of $ 766 , which represented management fees received by the Company subsequent to March 1, 2025.

Vellar Opportunities GP, LLC

On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement (the “Vellar Purchase Agreement”) with Jason Capone and Solomon Cohen, who is the son of our executive chairman, Daniel G.

Cohen, and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar Opportunities GP LLC, a Delaware limited liability company (“Vellar GP”).

Prior to entering into the Vellar Agreements, the Operating LLC was the managing member and owner of 33.4 % of Vellar GP.

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 recorded a loss on sale of $ 836 , which is included as component of principal transactions and other income in the Company's consolidated statement of operations.

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 (i) pay to the Operating LLC certain defined revenue share amounts up to an aggregate of $4,234 and (ii) decrease the amount that 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 .

Redemption of Redeemable Financial Instrument and Issuance of the 2024 Note

On October 3, 2016, the Operating LLC entered into an Investment Agreement (the “JKD Investment Agreement”) with JKD Capital Partners I LTD ("JKD Investor"), pursuant to which JKD Investor agreed to invest into the Operating LLC up to $ 12,000 , of which $ 6,000 was invested into the Operating LLC on October 3, 2016, an additional $ 1,000 was invested into the Operating LLC on January 25, 2017, and an additional $ 1,268 was invested into the Operating LLC on January 9, 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

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

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

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

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:

Asset/(Liability)

Cash and cash equivalents

Receivables from brokers, dealers, and clearing agencies

Other investments, at fair value

Accounts payable and other liabilities

Other investments sold, not yet purchased

Vellar GP's remaining investment in the SPAC Fund

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

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 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.”

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

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

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

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

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

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

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

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

The 2024 Note bears interest at 12 % and its principal was to be repaid as follows:

(i) $ 2,573 of the principal amount was to be due and payable on August 31, 2025, and (ii) $ 2,573 will be due and payable on August 31, 2026.

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

The Company prepaid the $ 2,573 of the principal amount that was otherwise due under the 2024 Note on August 31, 2025 on June 30, 2025.

See notes 20 and 31.

On January 5, 2024, the Operating LLC and JKD Investor entered into an amendment to the Amended and Restated Note, pursuant to which the Amended and Restated Note was amended to (a) extend (i) the maturity date thereof from January 31, 2024 to January 31, 2026, ( ii) the date following which the Amended and Restated 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.

INVESTMENT BANKING AND NEW ISSUE AND NET TRADING

INVESTMENT BANKING AND NEW ISSUE

(Dollars in Thousands)

Year Ended December 31, 2025

CCM - Underwriting

$ 46,995 $ 14,633 $ 61,628

CCM - Advisory and other new issue

90,258 217,765 308,023

Other - Origination

3,916 - 3,916

$ 141,169 $ 232,398 $ 373,567

Gains / (losses) on CCM financial instruments received as non-cash consideration

Investment banking and new issue

Year Ended December 31, 2024

CCM - Underwriting

$ 4,733 $ 1,423 $ 6,156

CCM - Advisory and other new issue

32,495 22,915 55,410

Other - Origination

1,856 - 1,856

$ 39,084 $ 24,338 $ 63,422

Gains / (losses) on CCM financial instruments received as non-cash consideration

Investment banking and new issue

Year Ended December 31, 2023

CCM - Underwriting

CCM - Advisory and other new issue

7,925 18,248 26,173

Other - Origination

2,091 - 2,091

$ 10,016 $ 18,248 $ 28,264

Gains / (losses) on CCM financial instruments received as non-cash consideration

Investment banking and new issue

As of December 31, 2025, the Company has a balance of $ 34,207 included as a component of other investments, at fair value, representing the remaining carrying amount of the financial instruments received as noncash investment banking and new issue revenue.

In terms of the remaining exposure to the Company from monetization of these amounts, this would represent the gross potential loss the Company could incur if these assets were liquidated for $0.

However, the Company has also accrued $ 18,467 in compensation to employees related to these amounts.

The amount finally due to the employees is based on the final monetized amount (see note 11 ).

The amount of compensation accrued presumes these investments are monetized for their carrying amount.

Therefore, if the $ 34,207 of other investments, at fair value, were liquidated for $0, the net loss for the Company would be $ 15,740 .

Net trading consisted of the following in the periods presented.

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Margin payable

$ 66,655 $ 111,085

Payables to brokers, dealers, and clearing agencies

$ 66,655 $ 111,085

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

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 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.

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

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

As of December 31, 2025, the Company had no margin payable to Perching LLC;

the amount shown in the table above represents interest expense on a margin loan balance during the month of December 2025.

See note 5 for interest expense incurred on margin payable.

6 unchanged sentences

December 31, 2024

New issue fee and advisory fee receivable - gross

Investment banking and new issue

$ 3,625 $ 3,408

Allowance for credit losses

New issue fee and advisory fee receivable - net

( 1,000 ) ( 2,250 )

Investment banking and new issue, net

Asset management fees receivable

Accrued interest receivable

Revenue share receivable

Agency repo income receivable

2 unchanged sentences

$ 8,896 $ 6,526

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.

Investment banking and new issue receivable represent amounts owed from various counterparties for services rendered.

Investment banking and new issue revenue is recognized when the Company’s performance obligations have been satisfied, and collectability is reasonably assured.

However, in certain cases, collectability becomes doubtful at a later date.

At each reporting period, the Company assesses the collectability of its new issue and advisory receivables.

At each reporting period, the Company assesses the collectability of its investment banking and new issue 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.

The Company records an allowance when, in management’s judgement, one is necessary fo r credit losses.

During 2025, the Company recorded a provision for bad debt expense of $ 1,677 , which is included as a component of professional fees and other operating expenses in the statement of operations, and fully wrote off $ 2,928 of receivables.

During 2024, the Company recorded a provision for credit losses of $2 ,556, which is included as a component of professional fees and other operating expenses in the statement of operations, and fully wrote off $ 306 of receivables.

It is the Company's policy to fully write off the receivable and related allowance when it has abandoned collection efforts.

3 unchanged sentences

Interest payable on securities sold, not yet purchased is included as a component of accounts payable and other liabilities.

Revenue share receivable represents the amount due to the Company for the Company’s share of a revenue arrangement generated from an entity in which the Company receives a share of the entity’s revenue.

Agency repo income receivable represents income receivable on gestation repo trades.

13 unchanged sentences

43,090 28,328

Residential mortgage loans

government agency MBS and CMOs

1 unchanged sentence

government agency debt securities

Treasury securities

17,675 21,242

Investments-trading

26 unchanged sentences

$ 21,457 $ 11,072

Equity derivatives

Restricted equity securities

Corporate bonds and redeemable preferred stock

Placement units and warrants

Corporate bonds

Notes receivable

Interests in SPVs

Residential loans

CK Capital Value Fund

Other investments, at fair value

$ 57,258 $ 35,262

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.

As of December 31, 2025 , there were no share forward arrangements (“SFAs”) entered into by the Company.

As of December 31, 2024, $ 470 of equity securities 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.

11 unchanged sentences

Equity securities

$ 1,181 $ 347

Share forward liabilities

Equity derivatives

Other investments sold, not yet purchased

$ 1,651 $ 24,742

FAIR VALUE DISCLOSURES

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The Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions of ASC 825.

The primary reason for electing the fair value option was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s investments, previously classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment.

The primary reason for electing the fair value option was to reduce the burden of monitoring the differences between the cost and the fair value of the Company’s investments, that would otherwise be classified as available for sale securities, including the assessment as to whether the declines are temporary in nature and to further remove an element of management judgment.

Such financial assets accounted for at fair value include:

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investments in equity method affiliates that have the attributes in ASC 946 - 10 - 15 - 2 (commonly referred to as investment companies) or that have fair values that are readily determinable.

investments in residential mortgage loans.

All of the investments for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets.

The changes in fair value (realized and unrealized gains and losses) of these instruments for which the Company has elected the fair value option are recorded in principal transactions and other income in the consolidated statements of operations if acquired as part of the Company's principal investing activities or investment banking and new issue if they were acquired as part of CCM's activities.

All of the investmen ts for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets.

The Company recognized net gains (losses) of ($ 156,783 ), ($ 62,560 ), and ($ 92,931 ) related to changes in fair value of investments that were included as a component of other investments, at fair value during the years ended December 31, 2025 , 2024 , and 2023 , respectively.

30 unchanged sentences

10,424 10,369 55 -

Foreign government bond

Municipal bonds

10 unchanged sentences

$ 21,457 19,831 $ 1,626 $ -

Equity derivatives

Restricted equity securities

Placement units and warrants

19,997 - 19,997 -

2 unchanged sentences

2,783 - 2,783 -

Interests in SPVs

44,772 $ 19,831 $ 24,941 $ -

6 unchanged sentences

Equity securities

government agency debt securities

Treasury securities

2 unchanged sentences

$ 36,617 $ 24,265 $ 12,352 $ -

Other investments, sold not yet purchased:

Equity securities

$ 1,181 $ 1,181 $ - $ -

Share forward liabilities

Total other investments, sold not yet purchased

$ 1,651 $ 1,181 $ 470 $ -

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 and the CREO JV.

Insurance JV, CREO JV, and CK Capital Value Fund.

Insurance JV invests in U.S.

1 unchanged sentence

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

The CK Capital Value Fund invests primarily in office buildings in the Netherlands.

According to ASC 820, these investments are not categorized within the valuation hierarchy.

11 unchanged sentences

965 352 613 -

Foreign government bond

Municipal bonds

19,914 - 19,914 -

Residential mortgage loans

28,328 - 28,328 -

3 unchanged sentences

21,242 - 21,242 -

Treasury securities

1,012 1,012 - -

Total investments - trading

3 unchanged sentences

$ 11,072 $ 8,231 $ 2,841 $ -

Equity derivatives

Restricted equity securities

Placement units and warrants

1,587 - 1,587

1 unchanged sentence

Notes receivable

Interests in SPVs

11,250 11,250

Residential loans

Interests in SPVs

26,005 $ 8,231 $ 17,774 $ -

6 unchanged sentences

Equity securities

government agency debt securities

Treasury securities

6 unchanged sentences

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 and the CREO JV.

Insurance JV and CREO JV.

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

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Equity Securities :

The fair value of equity securities that represent unrestricted investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) are determined using the closing price of the security as of the reporting date.

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 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.

The fair value of equity securities that represent equity investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) is determined using the closing price of the security as of the reporting date.

These are securities that are traded on a recognized liquid exchange and classified within level 1 of the valuation hierarchy.

The fair value of equity securities that represent restricted investments in publicly traded companies is generally valued using a model.

The valuation will be considered level 2 if the inputs to the model are observable.

Otherwise, it will be considered a level 3 valuation.

Equity Securities Without Readily Determinable Fair Value :

From time to time, the Company invests in equity securities that do not have a readily determinable fair value that also do not qualify for equity method accounting or the practical expedient for investments in investment companies which are measured at NAV.

In those cases, the Company utilizes the measurement alternative of ASC 321 - 10 - 35 - 2.

4 unchanged sentences

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

Restricted Equity Securities :

Restricted equity securities are investments in publicly traded companies.

However, they are restricted from re-sale until either (a) the share price trades above a certain threshold for a certain period of time or (b) a certain period of time elapses, or both.

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 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.

Notes Receivable :

Notes receivable includes convertible and non-convertible notes.

Notes receivable include convertible and non-convertible notes.

The Company values these instruments using a model.

The main input is the risk-based cash flow discount rates.

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 main input is the risk-based cash flow discount rate.

When 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 valuation hierarchy.

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In these cases, the Company will classify such securities as level 3 within the valuation hierarchy until it is able to obtain third -party pricing.

Residential Mortgage Loans :

The Company generally values these loans using a model.

The model’s main inputs are current market quotations for pooled mortgage loan securities with similar characteristics.

The Company considers the inputs to be observable and therefore classifies the fair value of these loans within level 2 of the valuation hierarchy.

Placement Units and Warrants :

Placemen t units and warrants represent equity interests in a SPAC that do not have redemption rights in the SPAC trust;

so, they will generally become worthless if the SPAC does not complete a business combination within its allotted timeframe.

They are not publicly traded.

Upon completion of a business combination, these become publicly traded and the Company records them as a component of equity securities until liquidated.

Placement units are all valued by a financial model and considered a level 2 valuation.

Placement warrants sometimes match the exact terms of the publicly traded warrants of the SPAC (which also do not have redemption rights).

In those cases, the Company uses the public warrant price to determine fair value.

However, because the warrants the Company holds are not publicly traded, the Company considers it a level 2 valuation.

If the terms are different from the public warrant, the Company will determine fair value using a model and consider it a level 2 or level 3 valuation depending on the observability of the model inputs.

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

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Other investments, at fair value

CK Capital Value Fund (a)

$ 1,171 N/A N/A

8,940 $ 7,268 N/A

Insurance JV (b)

Insurance JV (c)

2,375 N/A N/A

5 unchanged sentences

$ 6,432 $ 10,118 N/A N/A

Insurance JV (b)

Insurance JV (c)

2,825 N/A N/A N/A

N/A – Not applicable.

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

(a) CK Capital Value Fund invests primarily in office buildings in the Netherlands.

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

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

7 unchanged sentences

From time to time, the Company may also enter into forward purchase commitments for equity securities.

In addition, the Company may engage in advisory transactions that result in a receivable that can be paid in cash or a variable number of equity instruments.

In addition, the Company may engage in advisory transactions that result in receivables that can be paid in cash or a variable number of equity instruments.

In such instances, the Company would record the receivable as a component of other assets in its consolidated balance sheets and record the equity component as an embedded derivative.

18 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, 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.

As of December 31, 2025 and 2024, the Company had no open forward purchase sale commitments.

Foreign Currency Forward Contracts

20 unchanged sentences

$ 20,403 $ 1,903

$ 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)

2,586 ( 11 ) 603

Share forward liabilities

7 unchanged sentences

twelve months ended

December 31, 2024 and

December 31, 2025 ,

2023, respectively.

The Company has engaged in several transactions known as SFAs.

The Company had 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.

34 unchanged sentences

Equity securities

$ 470 $ 26,079

Equity derivatives

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.

See notes 4 and 31 for a discussion of the sale of the Company's interest in Vellar GP.

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

16 unchanged sentences

These transactions are referred to by the Company as agency gestation repo trades.

Bankruptcy of Gestation Counterparty

As of June 30, 2022, the Company had an outstanding reverse repo balance with First Guaranty Mortgage Corporation (“FGMC”) totaling $ 269,228 .

Effective June 30, 2022, FGMC filed for bankruptcy.

Subsequent to June 30, 2022, the Company issued a default notice to FGMC under the reverse repo.

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

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.

Of the $ 5,454 los s, $ 5,244 was r ecorded as a reduction in net trading revenue an d $ 210 was rec orded in professional fees and other operating expenses in the Company's statement of operations.

The Company has filed an unsecured claim under bankruptcy proceedings related to this loss but does not expect to receive a material recovery.

To the extent any recovery is received, the Company will recognize it on a cash basis as received, as a component of net trading revenue.

In connection with the loss, the Company recorded a reversal of accrued incentive compensation of $ 1,753 .

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

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

In addition to the Company’s matched book repo business, the Company may also enter into reverse repos to acquire securities to cover short positions or as an investment.

In addition to the Company’s gestation book repo business, the Company may also enter into reverse repos to acquire securities to cover short positions or as an investment.

Additionally, the Company may enter into repos to finance the Company’s securities positions held in inventory.

53 unchanged sentences

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

28,418 - - - 28,418

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

Reverse Repurchase Agreements

19 unchanged sentences

(Dollars in Thousands)

Insurance SPAC III

Dutch Real Estate Entities

Columbus Circle SPAC

SPAC Sponsor Entities and Other

12 unchanged sentences

Investments / advances

- - 1,896 1,896

Distributions / repayments

7 unchanged sentences

Investments / advances

- 3,467 - 3,467

Distributions / repayments

6 unchanged sentences

$ 5,739 $ - $ 922 $ 6,661

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:

2 unchanged sentences

(“CK Capital”), a company based in the Netherlands that manages investments in real estate.

Columbus Circle SPAC represents the Company's equity method investment in the Columbus Circle SPAC.

The amount includes a total investment of $ 3,467 , which includes the non-controlling investment of the Sponsor of the Columbus Circle SPAC.

The amounts included as SPAC Sponsor Entities and Other represent the Company's investment in SPAC sponsor entities that have not yet completed a business combination or from SPAC sponsor entities that have completed business combinations but have not yet distributed shares to sponsor investors and other equity method investments.

37 unchanged sentences

No cash payments were made to acquire right of use assets.

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 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 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 occurred in the fourth quarter of 2024.

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.

4 unchanged sentences

Prepaid expenses

Prepaid income taxes

Furniture, equipment, and leasehold improvements, net

1 unchanged sentence

$ 5,788 $ 5,253

Deferred costs and prepaid expenses represent amounts paid for services that are being amortized over their expected period of use and benefit.

Deferred costs are costs incurred pending reimbursement from a third party upon closing of a transaction.

Prepaid expenses represent amounts paid for services that are being amortized over their expected period of use and benefit.

They are all routine and short-term in nature.

Deposits are amounts held by landlords or other parties, which will be returned or offset upon satisfaction of a lease or other contractual arrangement.

Intangible assets represent the carrying value of the JVB broker-dealer license.

Deposits are amounts held by landlords or other parties that will be returned or offset upon satisfaction of a lease or other contractual arrangement.

Intangible assets represent the carrying value of the Cohen Securities' broker-dealer license.

FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET

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Accounts payable

$ 812 $ 1,180

Redeemable financial instrument accrued interest

Accrued income tax

3 unchanged sentences

Cash collateral held from repo and or reverse repo counterparties

Accrued dividends and distributions

Accrued expense and other liabilities

1 unchanged sentence

$ 17,944 $ 10,913

The redeemable financial instrument accrued interest represents accrued interest on the JKD Capital Partners I LTD redeemable financial instruments.

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.

17 unchanged sentences

Other investments sold, not yet purchased

( 1,591 ) ( 24,396 )

Non-controlling interest

32 unchanged sentences

$ 12,513 $ 13,288

REDEEMABLE FINANCIAL INSTRUMENTS

Redeemable financial instruments consisted of the following.

REDEEMABLE FINANCIAL INSTRUMENTS

ACCRUED COMPENSATION

Accrued compensation consisted of the following.

ACCRUED COMPENSATION

(Dollars in Thousands)

1 unchanged sentence

December 31, 2024

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.

Non-cash incentive compensation payable

$ 18,467 $ 769

Executive deferred compensation

Other compensation

66,542 15,501

Accrued compensation

$ 92,689 $ 17,770

Non-cash incentive compensation payable is the amount of accrued bonus that relates to the carry value of the Company's financial instruments that are reported on Company's consolidated balance sheets.

These amounts are due to the employee when the related other investment, at fair value is sold by the Company.

Executive deferred compensation represents compensation that the Company has agreed to pay executive management over a fixed period of time.

Accrued compensation represents normal employee salary compensation and other incentive compensation.

DETAIL OF DEBT

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

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 .

On September 1, 2024, pursuant to the Redemption Agreement, the Operating LLC issued to JKD Investor the 2024 Note, which evidenced the Operating LLC’s obligation to repay to the JKD Investor the original principal amount of $ 5,146 .

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.

(i) $ 2,573 of the principal amount would be due and payable on August 31, 2025, and (ii) $ 2,573 would be due and payable on August 31, 2026.

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

The Company prepaid the $ 2,573 of the principal amount otherwise due under the 2024 Note on August 31, 2025 on June 30, 2025.

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

2 unchanged sentences

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.

12 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 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.

Under the Amended and Restated 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 Amended and Restated Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the Amended and Restated Note will bear interest at a rate equal to 11 % per year.

The Amended and Restated Note could not be prepaid in whole or in part prior to January 31, 2023.

The Amended and Restated 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, 2023 without the prior written consent of the holder and without penalty or premium.

The Amended and Restated 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 Amended and Restated Note) of the Operating LLC outstanding as of and issued following January 30, 2020 ( the original issuance date of the JKD Note).

Pursuant to the Amended and Restated Note, following January 31, 2022, the Operating Company may not incur indebtedness that is a senior obligation to the Amended and Restated Note.

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.

The 2017 Convertible Note

The 2017 Convertible Note had a par value of $15,000 and bore interest at 8 % per annum and was held by the DGC Trust, a trust established by Daniel G.

Cohen is the executive chairman of the Company’s board of directors and executive chairman of the board of managers of the Operating LLC.

Pursuant to the DGC Trust’s governing documents, Daniel G.

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.

The 2017 Convertible Note was convertible into Operating LLC units at a price of $1.45 per unit (the equivalent of $ 14.50 per common share).

On March 20, 2022, the DGC Trust elected to convert the 2017 Convertible Note into an aggregate of 10,344,827 units of membership interests in the Operating LLC at the conversion rate specified in the 2017 Convertible Note of $ 1.45 per unit.

See notes 21 and 31.

As a result of such conversion, the 2017 Convertible Note was cancelled in its entirety.

Pursuant to the terms and conditions of the Operating LLC’s Amended and Restated Limited Liability Company Agreement, dated December 16, 2009, as amended, a holder of LLC units of membership interests may cause the Operating LLC to redeem such units of membership interests at any time for, at the Company’s option, (A) cash or (B) one share of the Company’s common stock, par value $ 0.01 per share (“Common Stock”), for every ten of such units of membership interests.

Accordingly, the units of membership interests may be redeemed at any time by the DGC Trust into an aggregate of 1,034,482 shares of Common Stock.

Pursuant to the Amended and Restated Note, following January 31, 2022, the Operating Company may not incur indebtedness that is a senior obligation to the Amended and Restated Note.

The remaining balance of the note was repaid at maturity on January 31, 2026.

Junior Subordinated Notes

36 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.

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 June 18, 2024, the Company and Byline Bank have entered into several amendments that changed the terms such as:

Byline Credit Facility

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

From October 28, 2020 to June 18, 2024, the Company and Byline Bank entered into several amendments that changed the terms such as:

(i) interest rate;

3 unchanged sentences

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.

As of December 31, 2025 , the Byline Credit Facility consisted of a single $ 15,000 unsecured line of credit under which Cohen Securities is the borrower and which is guaranteed by the Company, the Operating LLC, Cohen Securities Holdings, and Cohen Securities.

Effective as of June 18, 2025, CCS and Byline Bank entered into the Third Amended and Restated Loan Agreement, pursuant to which (i) both the maturity date and the final date that loans can be made under the Byline Credit Facility were extended from June 18, 2025 to June 18, 2026 and (ii) the amount of Excess Net Capital that Cohen Securities must maintain was reduced from $ 40,000 to $ 30,000 .

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%.

7 unchanged sentences

As of December 31, 2025 and 2024 , the Company was in compliance with all of the following financial covenants.

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

JVB's excess net capital as defined in Rule 15c3 - 1 must exceed $ 40,000 .

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

Cohen Securities’ tangible net worth as defined must exceed $70,000.

Cohen Securities' excess net capital as defined in Rule 15c3 - 1 must exceed $30,000.

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

As of December 31, 2025 and 2024 , no amounts were outstanding under the Byline Credit Facility, and the Company was in compliance with all financial covenants, thereunder.

Deferred Financing

The Company incurred $ 1,400 of deferred financing costs associated with the issuance of the 2017 Convertible Note.

These amounts were initially recorded as a discount on debt and were amortized to interest expense over the life of the notes under the effective interest method.

The Company also incurred $ 100 o f deferred financing costs associated with the Byline Credit Facility.

These costs were initially recorded as a component of other assets and were amortized to interest expense over the life of the line of credit using the straight-line method.

These costs were initially recorded as a component of other assets and are amortized to interest expense over the life of the line of credit using the straight-line method.

The Company recognized interest expense from deferred financing costs of $ 48 , $ 0 , and $ 222 for the years ended December 31, 2025 , 2024 , and 2023 , respectively.

7 unchanged sentences

2020/2024 Notes

2017 Convertible Note

1,002 740 450

Byline Credit Facility

100 unchanged sentences

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, 2025 , no shares were sold by the Company in the open market pursuant to 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 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.

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.

During the year ended December 31, 2025 , the Company declared dividends of $ 3.00 , which included a special cash dividend of $ 2.00 per share payable on January 22, 2026.

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

In the aggregate, during 2025 , the Company paid cash dividends of $ 2,131 and accrued dividends payable of $ 3,500 .

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

Pro-rata distributions were made to the other members of the Operating LLC upon the payment of dividends to the Company’s stockholders.

1 unchanged sentence

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 this subsidiary.

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

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

13 unchanged sentences

( 20,328 ) - ( 20,328 )

Forfeiture / cancellation of restricted stock

- ( 4,167 ) ( 4,167 )

December 31, 2023

1,526,256 367,491 1,893,747

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

2 unchanged sentences

1,635,261 404,791 2,040,052

Issuance of shares

13,500 - 13,500

Issuance as equity-based compensation

4 unchanged sentences

( 35,187 ) - ( 35,187 )

Units exchanged for shares

7,209 - 7,209

Forfeiture / cancellation of restricted stock

10 unchanged sentences

Cohen and/or his affiliates cease to beneficially own a majority of the voting securities of the Company.

See notes 21 and 31.

See note and 31.

Future Conversion / Redemption of Operating LLC Units

46 unchanged sentences

Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net

679 636 ( 338 )

Changes from net income / (loss) attributable to Cohen & Company Inc.

10 unchanged sentences

Operating LLC

Insurance SPACs Sponsor Entities

Columbus Circle SPAC

Other Consolidated Subsidiaries

1 unchanged sentence

$ 47,270 $ - $ 17 $ 47,287

Non-controlling interest share of (loss)

Non-controlling interest share of income

( 4,078 ) - 19,590 15,512

Other comprehensive income

( 152 ) - - ( 152 )

Acquisition / (surrender) of additional units of consolidated subsidiary

( 622 ) - - ( 622 )

Equity-based compensation

11 unchanged sentences

$ 40,510 $ - $ 9,605 $ 50,115

Non-controlling interest share of (loss)

Non-controlling interest share of income (loss)

( 357 ) - 8,675 8,318

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

Non-controlling interest share of (loss)

Non-controlling interest share of income (loss)

27,616 5,853 ( 7,766 ) 25,703

Other comprehensive income

( 119 ) - - ( 119 )

Acquisition / (surrender) of additional units of consolidated subsidiary

8 unchanged sentences

( 954 ) - - ( 954 )

Non-convertible non-controlling interest investment

- 2,669 - 2,669

Non-convertible non-controlling interest distributions

51 unchanged sentences

$ 4,542 $ 4,668 $ 4,391

Restricted Stock or Units - 2006/2010 Plans

Membership interests in sponsor entities

Total equity-based compensation expense

6 unchanged sentences

2, which increased the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan, as amended, from 1,200,000 shares of common stock to 1,900,000 shares of common stock.

On March 28, 2025 and June 4, 2025, the board of directors and the Company stockholders, respectively, approved Amendment No.

3 to the 2020 Long-Term Incentive Plan, which increased the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan from 1,900,000 shares of common stock to 2,500,000 shares of common stock.

As of December 31, 2025 , 818,002 shares remain available to be issued under the Company's 2020 Long-term Incentive Plan.

19 unchanged sentences

( 113,301 ) 17.18

( 4,167 ) 11.65

Unvested at December 31, 2023

6 unchanged sentences

( 149,981 ) 12.70

( 19,002 ) 8.82

Unvested at December 31, 2025

15 unchanged sentences

During the years ended December 31, 2025 , 2024 , and 2023 , the total fair value of all equity awards vested in each year based on the fair market value of the Common Stock on the vesting date was $ 3,105 , $ 1,940 , and $ 2,249 , respectively.

The restricted shares and restricted units of Common Stock typically may vest either quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained.

The restricted shares and restricted units typically may vest quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained.

In the case of director grants, the equity awards have no performance or service conditions.

In the cases of graded vesting, the Company typically expenses the grant on a straight-line basis if only service conditions are present but expenses on a graded basis if performance-based conditions are present.

Upon vesting, restricted shares and units are entitled to receive any distributions or dividends that were declared subsequent to the grant date and up to the date of vesting.

Any restricted shares or units that do not vest do not receive distributions or dividends.

The Company accrues for these dividends and distributions on unvested shares and units when the dividends or distributions are declared.

This liability is included as a component of accounts payable and other liabilities in the consolidated balance sheet.

When restricted shares or units are forfeited, any accrued dividends and distributions that were accrued are reversed.

SPONSOR ENTITY MEMBERSHIP UNITS - PERFORMANCE BASED VESTING

2 unchanged sentences

Unvested at January 1, 2023

Unvested at December 31, 2023

Unvested at December 31, 2024

4,190,000 3.74

( 4,190,000 ) 3.74

December 31, 2022

Unvested at December 31, 2025

Unvested at December 31, 2024

During the years ended December 31, 2025 , 2024 , and 2023 , the total fair value of all equity awards vested in each year based on the fair market value of the membership units on the vesting date was $ 15,671 , $ 0 , and $ 0 , respectively.

7 unchanged sentences

Federal income tax expense / (benefit)

Foreign income tax expense (benefit)

French income tax expense / (benefit)

State and local income tax expense / (benefit)

1,237 348 191

Deferred income tax expense / (benefit)

1 unchanged sentence

( 3,230 ) ( 1 ) 3,205

Foreign income tax expense (benefit)

French income tax expense / (benefit)

State and local income tax expense / (benefit)

8 unchanged sentences

1,594 640 239

$ 39,502 $ 7,860 $ 15,944

The Company had prepaid taxes of $ 0 and $ 235 in the consolidated balance sheet as of December 31, 2025 and 2024 , respectively.

The expected income tax expense /(benefit) using the federal statutory rate differs from income tax expense / (benefit) pertaining to pre-tax income / (loss) as a result of the following for the years ended December 31, 2024 , 2023 , and 2022 .

In 2025, the Company adopted ASU 2023 - 09, Improvements to Income Tax Disclosures , on a prospective basis.

The reconciliation of taxes at the federal statutory rate to the Company's provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows:

For the Year Ended December 31, 2025

Federal statutory rate

$ 8,295 21.0 %

State and local income tax, net of federal tax effect

New York City

Foreign tax effects

Effect of changes in tax laws or tax rates

Effect of cross-border tax laws

Changes in valuation allowances

( 6,418 ) ( 16.2 )%

Nontaxable or non-deductible items

Non-deductible compensation - 162m

Other non-taxable or non-deductible items

( 261 ) ( 0.7 )%

Pass through impact

( 5,401 ) ( 13.7 )%

$ ( 632 ) ( 1.6 )%

State and local tax, net of federal benefit :

The Company files taxes in several U.S.

states and local jurisdictions.

The state and local tax expense (including deferred items), net of the federal benefit are included in this reconciling item.

Foreign tax effects :

This represents the impact of the Company's consolidated French subsidiaries.

Changes in valuation allowances:

The Company has significant deferred tax assets that have valuation allowances.

These are comprised of federal net operating loss ("NOL") carryforwards, federal net capital loss ("NCL") carryforwards, as well as unrealized loss on the parent company's investment in the Operating LLC.

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

Management then schedules this income against each carryforward asset and determines what portion of the asset it believes is more likely than not to be realized.

This determination is subjective and subject to many assumptions and factors including profitability of the Company's business in the future, the timing of that future income as compared to carryforward asset expiration, the character of future income (ordinary or capital), and the jurisdiction the income will be generated in.

To the extent management's determination changes, an adjustment will be made to the valuation allowance resulting in deferred tax expense or benefit.

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 have been recorded historically are likely going forward.

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

Non-taxable or non-deductible items :

This is comprised of various permanent difference items such as non-deductible expenses, tax exempt income, and disallowed executive compensation under Section 162m.

Foreign tax effects :

This is primarily comprised of current taxes incurred by the Company's French subsidiaries.

Pass through impact:

Cohen & Company Inc.

consolidates the Operating LLC but only owns a minority economic interest in the Operating LLC.

In addition, the Operating LLC sometimes consolidates entities in which it owns a majority, but less than 100% interest in.

In these cases, the income allocated to the non-controlling interest is not subject to taxation by Cohen & Company Inc.

even though the income is included in the consolidated statement of operations.

This reconciling item accounts for that difference.

The reconciliation of taxes at the statutory rate to the Company's provision for (benefit from) income taxes for the years ended December 31, 2024, and 2023 in accordance with the guidance prior to the adoption of ASU 2023 - 09 was as follows:

INCOME TAX RATE RECONCILIATION

5 unchanged sentences

( 1,746 ) ( 3,257 )

Deferred tax valuation allowance and other

95 3,114 6,439

State and local tax

Changes in valuation allowances

State and local tax, net of federal benefit

( 446 ) 2,220

Foreign tax effects

$ ( 329 ) $ 5,545

Deferred tax assets and liabilities are determined based on the difference between the book basis and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse.

The recognition of deferred tax assets is reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized.

The components of the net deferred tax asset (liability) are as follows.

22 unchanged sentences

$ 9,827 $ ( 5,701 ) $ 4,126 $ 7,974 $ ( 5,717 ) $ 2,257

As of December 31, 2024 , the Company had a federal net operating loss (“NOL”) of approximately $ 92,543 , which will be available to offset future taxable income, subject to limitations described below.

If not used, this NOL will begin to expire in 2028.

The Company also had net capital losses (“NCLs”) in excess of capital gains of $ 57,239 as of December 31, 2024 , which can be carried forward to offset future capital gains, subject to the limitations described below.

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 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”).

As of December 31, 2025 , the Company had NOLs of approximately $ 72,735 , which will be available to offset future taxable income, subject to limitations described below.

If not used, these NOLs will begin to expire in 2028.

The Company also had NCLs in excess of capital gains of $ 59,382 as of December 31, 2025 , which can be carried forward to offset future capital gains, subject to the limitations described below.

If not used, this carryforward began 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 carryforwards.

The Company has determined that its NOL and NCL carryforwards are not currently limited by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).

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

3 unchanged sentences

Notwithstanding the fact that the Company has determined that the use of its remaining NOL and NCL carryforwards are not currently limited by Section 382 of the Code, the Company recorded a valuation allowance for a substantial portion of its NOLs and NCLs when calculating its net deferred tax liability as of December 31, 2025 .

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

Management then schedules this income against each carryforward asset and determines what portion of the asset it believes is more likely than not to be realized.

This determination is subjective and subject to many assumptions and factors including:

profitability of the Company's business in the future, the timing of that future income as compared to carryforward asset expiration, the character of future income (ordinary or capital), and the jurisdiction the income will be generated in.

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

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

The Company files tax returns in the U.S.

federal jurisdiction, various states or local jurisdictions, and France.

With few exceptions, the Company is no longer subject to examination for years prior to 2018.

The Company applies ASC 740 - 10 in determining uncertain tax positions.

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.

The Company has evaluated its tax positions under these criteria and has determined that as of December 31, 2025 and 2024 it has not taken any material uncertain tax positions that would require adjustment to the financial statements.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act of 2025 (the “Act”).

The Act includes, among other provisions, changes to the U.S.

corporate income tax system, including permanent extensions of certain provisions of the Tax Cuts and Jobs Act.

The Act contains multiple effective dates, with certain provisions effective beginning in calendar year 2025 and others phased in through calendar year 2027.

Based on the Company’s current analysis of the Act’s provisions, the Company does not expect the Act to have a material impact on its financial position, results of operations, or cash flows.

The following table shows tax payments made by the Company and tax refunds received by the Company by jurisdiction for the year ended December 31, 2025:

State & Local

Cash paid for income tax

State & Local

Income tax refunds received

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

6 unchanged sentences

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

3 unchanged sentences

Change in foreign currency items

( 48 ) - ( 48 )

Other comprehensive income / (loss), net

( 48 ) - ( 48 )

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

3 unchanged sentences

NET CAPITAL REQUIREMENTS

JVB is subject to the net capital provision of Rule 15c3 - 1 under the Exchange Act, which requires the maintenance of minimum net capital, as defined therein.

Cohen Securities is subject to the net capital provision of Rule 15c3 - 1 under the Exchange Act, which requires the maintenance of minimum net capital, as defined therein.

CCFESA, a subsidiary of the Company, is regulated by the ACPR in France.

1 unchanged sentence

of the French Financial and Monetary Code, implementing the new framework set out in the Investment Firm Regulation ("IFR") and the Investment Firm Directive ("IFD").

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

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.

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

STATUTORY NET CAPITAL REQUIREMENTS

3 unchanged sentences

Amount Required

Cohen Securities

$ 77,093 $ 250 $ 76,843

4 unchanged sentences

Amount Required

Cohen Securities

$ 48,414 $ 250 $ 48,164

7 unchanged sentences

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

$ 14,431 $ ( 129 ) $ ( 5,113 )

Add/ (deduct):

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

27,616 ( 357 ) -

Add / (deduct):

Adjustment (2)

( 16,022 ) 33 -

Net income / (loss) on a fully converted basis

$ 26,025 $ ( 453 ) $ ( 5,113 )

Weighted average common shares outstanding - Basic

1,731,957 1,614,897 1,513,469

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

4,122,929 4,060,719 -

Restricted units or shares

Weighted average common shares outstanding - Diluted

5,983,950 5,675,616 1,513,469

Net income / (loss) per common share - Basic

$ 8.33 $ ( 0.08 ) $ ( 3.38 )

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

$ 4.35 $ ( 0.08 ) $ ( 3.38 )

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

4 unchanged sentences

These units enter into the computation of diluted net income (loss) per common share when the effect is not anti-dilutive using the if-converted method.

An adjustment is included because the Company would have incurred a higher income tax expense or realized a higher income tax benefit if the Operating LLC units of membership interests had been converted at the beginning of the period.

( 2 ) An adjustment is included to estimate the impact on net income based on what the income tax expense (benefit) would have been had all of the outstanding Operating LLC membership units had been converted at the beginning of the period.

Potentially diluted securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

Year Ended December 31,

2017 Convertible Note

Restricted Common Stock

- 59,655 9,060

Restricted Operating LLC units

- 22,977 4,010,179

- 82,632 4,019,239

RESERVE REQUIREMENTS

As of December 31, 2024 and 2023 , JVB claimed exemptions to the reserve requirements under Rule 15c3 - 3 of the Securities Exchange Act of 1934 under two separate exemptions.

First, JVB does not carry securities accounts for its customers or perform custodial functions relating to customer securities and, therefore, qualifies for an exemption under Rule 15c3 - 3 (k)( 2 )(ii).

Second, JVB qualifies for an exemption under Footnote 74 of the SEC Release No.

As of December 31, 2025 and 2024 , Cohen Securities claimed exemptions to the reserve requirements under Rule 15c3 - 3 of the Securities Exchange Act of 1934 under two separate exemptions.

First, Cohen Securities does not carry securities accounts for its customers or perform custodial functions relating to customer securities and, therefore, qualifies for an exemption under Rule 15c3 - 3 (k)( 2 )(ii).

Second, Cohen Securities qualifies for an exemption under Footnote 74 of the SEC Release No.

34 - 70073 because it limits its business activities to certain activities allowed under this exemption and it does not hold customer funds or securities, carry customer accounts, and does not carry PAB accounts.

22 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.

The SEC’s enforcement division has concluded the previously disclosed investigation into one of the Company's investment advisers, Cohen & Company Financial Management LLC ("CCFM").

The staff has informed us that they do not intend to recommend an enforcement action by the Commission against CCFM in connection with this investigation.

SEGMENT AND GEOGRAPHIC INFORMATION

8 unchanged sentences

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 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.

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

10 unchanged sentences

Unallocated (1)

Investment banking and new issue

$ 187,608 $ - $ - $ 187,608 $ - $ 187,608

Asset management

47,347 - - 47,347 - 47,347

New issue and advisory

Asset management

- 8,817 - 8,817 - 8,817

23 unchanged sentences

( 126 ) - - ( 126 ) ( 5,750 ) ( 5,876 )

Gain on sale of management contracts

- 2,734 - 2,734 - 2,734

Income from equity method affiliates

6 unchanged sentences

69,889 3,055 ( 2,468 ) 70,476 ( 30,342 ) 40,134

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

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

- 1 ( 1,914 ) ( 1,913 ) - ( 1,913 )

1 unchanged sentence

69,889 3,054 ( 554 ) 72,389 ( 30,342 ) 42,047

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

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

- - - - 27,616 27,616

16 unchanged sentences

Unallocated (1)

Investment banking and new issue

$ 40,778 $ - $ - $ 40,778 $ - $ 40,778

Asset management

36,409 - - 36,409 - 36,409

New issue and advisory

Asset management

- 9,009 - 9,009 - 9,009

35 unchanged sentences

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

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

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

- - - - ( 357 ) ( 357 )

16 unchanged sentences

Unallocated (1)

Investment banking and new issue

$ 23,952 $ - $ - $ 23,952 $ - $ 23,952

Asset management

30,926 - - 30,926 - 30,926

New issue and advisory

Asset management

- 7,337 - 7,337 - 7,337

35 unchanged sentences

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

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

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

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

62 unchanged sentences

Interest paid by the Company on its debt and redeemable financial instruments was $ 5,499 , $ 6,014 , and $ 5,607 for the years ended December 31, 2025 , 2024 , and 2023 , respectively.

The Company paid income taxes of $ 60 , $ 539 , and $ 327 for the years ended December 31, 2024 , 2023 , and 2022 , respectively, and received income tax refunds of $ 240 , $ 96 , and $ 0 , for the years ended December 31, 2024 , 2023 , and 2022 , respectively.

In 2025 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows:

1 unchanged sentence

The Company recognized a net increase in additional paid-in capital of $ 590 , a net decrease in AOCI of $ 14 , and a decrease in non-controlling interest of $ 576 .

• The Company recorded a decrease in equity method affiliates of $ 1,886 and an increase in other investments, at fair value of $ 1,886 resulting from an in-kind distribution from equity method affiliates.

• The Company recorded a decrease of $ 505 in other investments, at fair value and a decrease of $ 505 in other investment sold, not yet purchased due to payment of shares to a former SPAC sponsor entity.

• The Company recorded an increase in accounts payable and other liabilities of $ 3,195 and a decrease in non-controlling interest of $ 1,818 and an increase in accumulated deficit of $ 1,377 for accumulated dividends owed on unvested restricted stock and units.

• The Company recorded a decrease of $ 24,791 in other investments, at fair value resulting from an in-kind distribution to the non-convertible controlling interests.

• The Company recorded a decrease in other receivables of $ 19 , a decrease in due from broker of $ 1,120 , a decrease in other investments, at fair value of $ 1,299 , a decrease of other investments sold, not yet purchased, at fair value of $ 344 , and a decrease in non-controlling interest of $ 1,691 resulting from the sale of the Company's interest in Vellar GP.

In 2024 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows:

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

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.

6 unchanged sentences

• In connection with several SFA transactions, the Company received equity shares in a public company, recorded a net increase of $ 58,286 in other investments, at fair value, and a corresponding increase in other investments, sold not yet purchased of $ 58,286 .

In 2022 , 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 $ 338 , a net increase of $ 4 in AOCI, and an increase of $ 334 in non-controlling interest.

• The Company recorded a $ 15,000 increase in convertible non-controlling interest and a $ 15,000 decrease in debt as a result of the DGC Trust election to convert the 2017 Convertible Note into units of membership interest of the Operating LLC.

• 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 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.

RELATED PARTY TRANSACTIONS

8 unchanged sentences

Pursuant to the Redemption Agreement, the Company issued to JKD Investor the 2024 Note in the principal amount of $ 5,146 .

The Company elected to prepay $ 2,573 of the principal amount of the 2024 Note that was due on August 31, 2025 on June 30, 2025.

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.

8 unchanged sentences

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”)

Duane Morris is an international law firm and serves as legal counsel to the Company.

Duane Morris is considered a related party because a partner at Duane Morris is a member of the same household as a director of the Company.

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")

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.

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.

Cohen Circle is a related party because Daniel G.

Cohen is a member of Cohen Circle.

The Company has a sublease agreement as sub-lessor for certain office space with Cohen Circle.

3 unchanged sentences

Investment Vehicles and Other

Stoa USA Inc.

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

It was considered a related party because Daniel G.

Cohen was a member of the board of directors.

As of December 31, 2023, the Company had made cumulative investments of $ 847 in Stoa USA Inc.

During the year ended December 31, 2023, Stoa USA Inc.

/ FlipOS announced that it had ceased operations.

The Company wrote off its investment during the three months ended September 30, 2023 and recorded a principal transactions loss.

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;

any realized and unrealized gains on these investments was included in principle transactions and other income on the consolidated statements of operations and comprehensive income.

All realized and unrealized gains (losses) are included in the table below.

Columbus Circle SPAC

The Columbus Circle SPAC was a related party as it was an equity method investment of the Company.

The Company owned 26.4 % of Columbus Circle SPAC.

Income earned or loss incurred on equity method investments is included in the table below.

The Company entered into an administrative services agreement with Columbus Circle SPAC.

Revenue earned by the Company from this agreement was included as part of principal transactions and other income in the table below.

The Company loaned to Columbus Circle SPAC approximately $ 350 to cover IPO expenses, which was repaid in full at the closing of the IPO.

The Company committed to loan Columbus Circle SPAC up to an additional $ 1,500 to cover operating and acquisition related expenses following the IPO.

These loans incurred no interest.

CCM also provided investment banking and new issue revenue included in the table below.

CK Capital and AOI

9 unchanged sentences

Any fees earned for such consulting services are included in principal transactions and other income in the table below.

In July 2025, the Company invested $ 1,156 in the CK Capital Value Fund Cooperatief U.A., a fund affiliated with CK Capital.

This investment is included in other investments, at fair value in the consolidated balance sheets as of December 31, 2025.

The objective of the fund is to realize capital growth and rental income by investing in, actively managing, and adding value to office buildings in the Netherlands, and any ancillary properties and assets.

Income earned, or loss incurred, on the investment is included as part of principal transactions and other income.

CREO JV is considered a related party because it is an equity method investment of the Company.

10 unchanged sentences

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 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.

The Company had an investment in and a management contract with the SPAC Fund.

1 unchanged sentence

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 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.

On November 18, 2022, Insurance SPAC III announced that, as it would not consummate an initial business combination within the time period required, it would dissolve and liquidate, effective as of the close of business on December 22, 2022.

Prior to November 18, 2022, Insurance SPAC III Sponsor Entities owned 47.3 % of the equity in Insurance SPAC III Sponsor Entities.

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 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.

Insurance Acquisition Sponsor III and its affiliates, including the Operating LLC, also committed to loan Insurance SPAC III up to $ 1,500 to cover operating and acquisition related expenses following the IPO, of which $ 960 was borrowed by Insurance SPAC III prior to November 18, 2022.

The loans bore no interest and, as the Insurance SPAC III failed to consummate a business combination in the required timeframe, the loans will not be repaid The write-off of the loans is included in equity method loss in 2022.

See notes 4 and 12.

Stoa USA Inc.

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

It was considered a related party because Daniel G.

Cohen was a member of the board of directors.

As of December 31, 2023, the Company had made cumulative investments of $ 847 in Stoa USA Inc.

During the year ended December 31, 2023, Stoa USA Inc.

/ FlipOS announced that it had ceased operations.

The Company wrote off its investment during the year ended December 31, 2023 and recorded a principal transactions loss.

The Company has no remaining investment in Stoa USA Inc.

The fair value of this investment was included in other investments, at fair value on the consolidated balance sheets;

any realized and unrealized gains on these investments was included in principle transactions and other income on the consolidated statements of operations and comprehensive income.

All realized and unrealized gains (losses) are included in the table below.

SPAC Sponsor Entities and Other

3 unchanged sentences

The Company had the following transactions with various sponsors of SPACs that are related parties, which the Company does not consolidate.

Fintech Acquisition Corp.

V ("FTAC V") was a SPAC.

The sponsor of FTAC V ("FTAC V Sponsor") is a related party as it was an equity method investment of the Company.

The Company made a sponsor investment in FTAC V Sponsor, receiving an allocation of 140,000 founder shares.

On December 14, 2020, the Operating LLC entered into a letter agreement with FTAC V 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 V 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 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 table below.

FTAC V liquidated in 2022.

Fintech Acquisition Corp.

VI ("FTAC VI") was a SPAC.

The sponsor of FTAC VI ("FTAC VI Sponsor") is a related party as it was an equity method investment of the Company.

On June 26, 2021, the Operating LLC entered into a letter agreement with FTAC VI 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 VI 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 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 table below.

FTAC VI liquidated in 2022.

FTAC Athena Acquisition Corp.

5 unchanged sentences

FTAC Athena liquidated in 2023.

FTAC Hera Acquisition Corp.

("FTAC Hera") was a SPAC.

The sponsor of FTAC Hera ("FTAC Hera Sponsor") is a related party as it was an equity method investment of the Company.

On March 5, 2021, the Operating LLC entered into a letter agreement with FTAC Hera 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 Hera 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 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 table below.

FTAC Hera liquidated in 2022.

FTAC Parnassus Acquisition Corp.

("FTAC Parnassus") was a SPAC.

The sponsor of FTAC Parnassus ("FTAC Parnassus Sponsor") is a related party as it was an equity method investment of the Company.

On March 15, 2021, the Operating LLC entered into a letter agreement with FTAC Parnassus 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 Parnassus 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 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 table below.

FTAC Parnassus liquidated in 2022.

FTAC Zeus Acquisition Corp.

6 unchanged sentences

FTAC Emerald Acquisition Corp.

("FTAC Emerald") is a SPAC.

("FTAC Emerald") was a SPAC.

The sponsor of FTAC Emerald ("FTAC Emerald Sponsor") is a related party as it is an equity method investment of the Company.

1 unchanged sentence

As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Emerald stock to the Operating LLC and recorded an equity method investment of $ 40 for the valuation of these services.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.

The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table belo w.

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.

In February 2025, FTAC Emerald merged with Fold Holdings, Inc.

(NASDAQ:FLD) and the 35,000 founders shares were reduced to an allocation of 19,775 restricted shares, which were distributed to the Company in June 2025.

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.

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 the Company's executive chairman, Daniel G.

Cohen (the “Vellar Purchase Agreement”);

4 unchanged sentences

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.

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 .

For the year ended December 31, 2025, the Company recorded net loss of $ 381 , related to Vellar GP, which includes both the loss on sale and the results of operations for the 2025 period prior to the sale.

This amount is not included in the table below.

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 .

BTC Development Corp.

is a related party because Betsy Cohen, the mother of Daniel G.

Cohen, is a member of the board of directors.

Cohen Securities was the lead underwriter in BTC Development Corp.'s SPAC IPO and received an underwriter fee of $ 1,348 and 173,250 placement units.

The fee and any realized or unrealized gains and losses on these securities are recorded in Investment banking and new issue in the table below.

Crane Harbor Acquisition Corp.

I/ Crane Harbor Acquisition Corp.

Crane Harbor Acquisition Corp.

I and Crane Harbor Acquisition Corp II are a related parties because Edward Cohen and Jonathan Cohen, the father and brother of Daniel G.

Cohen, respectively, are members of the board of directors.

Cohen Securities provided investment banking services to both entities and received cash and non-cash consideration.

The fees and any realized or unrealized gains and losses on these securities, are recorded in investment banking and new issue in the table below.

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.

As of December 31, 2025 , the Company owned less than 1 % 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 table below.

3 unchanged sentences

For the Years Ended December 31,

Investment banking and new issue

BTC Development Corp.

$ 1,610 $ - $ -

Columbus Circle SPAC

Crane Harbor Acquisition I

Crane Harbor Acquisition II

$ 24,837 $ - $ -

Asset management

3 unchanged sentences

Principal transactions and other income

CK Capital Value Fund

Columbus Circle SPAC

( 341 ) 617 901

Insurance SPAC III

Other SPAC Entities

3 unchanged sentences

Income (loss) from equity method affiliates

Dutch Real Estate Entities

Columbus Circle SPAC

$ ( 3,467 ) $ - $ -

Insurance SPAC III

Dutch Real Estate Entities

633 ( 759 ) 334

5 unchanged sentences

$ ( 62 ) $ ( 104 ) $ ( 103 )

$ 528 $ 329 $ 555

Interest expense (income)

3 unchanged sentences

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.

2 unchanged sentences

The Company has entered into its standard indemnification agreement with each of its directors and executive officers.

The Company maintains a 401 (k)-savings plan covering substantially all its employees.

The Company matches 50 % of employee contributions for all participants not to exceed 3 % of their salary.

Contributions made to the plan on behalf of the Company were $ 438 , $ 396 , and $ 377 for the years ended December 31, 2024 , 2023 , and 2022 , respectively.

The Company leased office space from Zucker and Moore, LLC.

Zucker and Moore, LLC is partially owned by Jack DiMaio, Jr., the vice chairman of the Company's board of directors.

The lease terminated June 20, 2022.

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.

The Company maintains a

401 (k)-savings plan covering substantially all its employees.

The Company matches

50 % of employee contributions for all participants

not to exceed

3 % of their salary.

Contributions made to the plan on behalf of the Company were

$ 396 for the years ended

December 31, 2025,

2023, respectively.

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 contract, which allowed for an allotted number of hours of air travel on selected aircraft, expired on September 30, 2025.

The Company utilized the air travel for general business purposes and recorded the expense in business development, occupancy, equipment expense in the consolidated statement of operations.

During the years ended December 31, 2025 and 2024, the Company recognized expense on this obligation of $ 520 and $ 291 , respectively.

On October 1, 2025, the Company and Cohen Circle jointly entered a three -year corporate aircraft program membership agreement, with the contract term going through September 30, 2028.

The arrangement allows for an allotted number of flight hours on select aircraft.

During the year ended December 31, 2025, the Company paid $ 699 for the first year of the contract and Cohen Circle will reimburse the Company for any flight hours used for Cohen Circle business purposes.

During the year ended December 31, 2025, the Company recorded $ 72 of expense in business development, occupancy, equipment expense on the consolidated statement of operation on this agreement.

From time to time, the Company purchases produce from Grand Cru Farm as a benefit to its employees.

Grand Cru Farm is owned by Daniel G.

The Company purchased $ 26 and $ 0 from Grand Cru Farm during the years ended December 31, 2025 and 2024, respectively.

DUE FROM / DUE TO RELATED PARTIES

13 unchanged sentences

Due from Related Parties

$ 1,401 $ 941

SUBSEQUENT EVENTS

Equity Distribution Agreement

On February 20, 2026, the Company, entered into an Equity Distribution Agreement with Northland Securities, Inc.

(trade name Northland Capital Markets) (“Northland”) and CCS, as sales agents (CCS and Northland, together, the “Sales Agent”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agents, of shares of the Company’s common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 75,000 (the “Shares”).

Sales of the Shares, if any, under the Equity Distribution Agreement will be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), as agreed with the Sales Agents.

In accordance with the applicable rules of the SEC, as of the date of this Current Report on Form 8 -K, the Company is permitted to sell an aggregate of up to $ 13,094 in Shares under the Equity Distribution Agreement, which represents one - third of the value of the Company’s outstanding common stock held by non-affiliates of the Company.

The Equity Distribution 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 Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agents may be required to make with respect to any of those liabilities.

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

The Shares to be sold under the Agreement, if any, will be issued and sold pursuant to the prospectus forming a part of the Company’s shelf registration statement on Form S- 3 (File No.

333 - 275186 ), which was filed with, and declared effective by, the SEC on November 26, 2023 and May 6, 2024, respectively, and any successor registration statement filed by the Company with respect to the Shares.

The offering of the Company’s common stock pursuant to the Agreement will terminate upon the sale of all of the Shares pursuant to the Agreement, unless sooner terminated in accordance with the terms and conditions of the Agreement.

Columbus Circle II

On February 12, 2026, Columbus Circle Capital Corp.

CMIIU) (the “SPAC”), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (each a “Business Combination”), completed the sale of 23,000,000 units (the “Units”) in its initial public offering (the “IPO”), which included 3,000,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option.

The Operating LLC owns a portion of, and is the managing member and a member of, Columbus Circle 2 Sponsor Corp LLC, the sponsor of the SPAC (the “Sponsor”).

CCM acted as the lead underwriter in the IPO.

Each Unit consists of one Class A ordinary share of the SPAC, par value $ 0.0001 per share (“Class A Ordinary Shares”), and one - third of one warrant (each, a “Warrant”);, each whole Warrant entitles the holder to purchase one Class A Ordinary Share for $ 11.50 per share.

The Units were sold in the IPO at an offering price of $ 10.00 per Unit, for gross proceeds of $ 230,000 (before underwriting discounts and commissions and offering expenses).

If the SPAC fails to consummate a Business Combination within the first 24 months following the IPO, its corporate existence will cease except for the purposes of winding up its affairs and liquidating its assets, unless the SPAC’s shareholders approve an amendment to the SPAC’s amended and restated memorandum and articles of association (the “SPAC Articles”) to extend the amount of time the SPAC will have to consummate an initial Business Combination.

The Sponsor purchased an aggregate of 265,000 of the SPAC’s placement units (“Placement Units”) in a private placement that occurred simultaneously with the IPO (the “Private Placement”) for an aggregate of $ 2,650 , or $ 10.00 per Placement Unit.

Additionally, CCM used its underwriting fee of $ 3,600 to purchase 360,000 Placement Units in the Private Placement for an aggregate of $ 3,600 .

Each Placement Unit consists of one Class A Ordinary Share and one - third of one warrant (a “Placement Warrant”).

The Placement Units are identical to the Units sold in the IPO except that Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the SPAC’s initial Business Combination, (ii) will be entitled to certain registration rights, and (iii) with respect to the Placement Warrants held by CCM and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA rules.

Subject to certain limited exceptions, the Placement Units (including the underlying Placement Warrants and Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the SPAC’s initial Business Combination.

The entire $ 2,650 invested by the Sponsor in consideration for the above-described 265,000 Placement Units of the SPAC was raised from third party investors.

As the managing member of the Sponsor, the Operating LLC consolidates the Sponsor and treats the Sponsor’s investment in the SPAC as an equity method investment.

The $ 2,650 raised from third party investors is treated by the Operating LLC as non-controlling interest.

COHEN & COMPANY INC.

9 unchanged sentences

Prepaid income taxes

Deferred tax asset

$ 77,744 $ 67,763

1 unchanged sentence

Deferred income taxes

Accrued income taxes

25,822 25,258

54 unchanged sentences

(Increase) / decrease in other assets

18 108 ( 166 )

Increase / (decrease) in accounts payable and other liabilities

( 38 ) ( 2 ) 35

Increase / (decrease) in deferred income taxes

24 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