Cohen & Co Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES.  Evaluation of Disclosure Controls and Procedures  We have established and maintain disclosure controls and procedures that are designed to ensure that material information relating to the Company (and its consolidated subsidiaries) required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, who certify our financial reports, and to other members of senior management and the board of directors. Under the supervision and with the participation of our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2025. Based on that evaluation, the chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were effective at December 31, 2025.  Management’s Annual Report on Internal Control Over Financial Reporting  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as described in the revised (2013) version in Internal Control-Integrated Framework. Based on this assessment, management believed that, as of December 31, 2025, our internal control over financial reporting was effective. 82 Table of Contents  This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s auditors pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.  Changes in Internal Control over Financial Reporting  There was no change in our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION.  Trading Plans During the three months ended December 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.  Not applicable. 83 Table of Contents PART III  Item 10. Directors, Executive Officers, and Corporate Governance.  Our board of directors has adopted the Code of Conduct applicable to all directors, officers, and employees of the Company. The Code of Conduct is free and available on our website at http://cohenandcompany.com/investor-relations/corporate-governance/code-of-conduct/ and the Company intends to satisfy the disclosure requirements under Item 5.05 of the SEC’s Current Report on Form 8 -K regarding amendments to, or waivers from, the Code of Conduct by posting such information on its website.  The information required by Item 10 is included in the sections entitled “Executive Officers,” “Election of Directors,” “Section 16 (a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance and Board of Directors Information” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Insider Trading Arrangements and Policies We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our Insider Trading Policy is filed as Exhibit 19 to the Company’s Annual Report on Form 10 -K for the year ended December 31, 2025 .  Item 11. Executive Compensation.  The information required by Item 11 is included in the sections entitled “Executive Compensation” and “Compensation of Directors” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.  The information required by Item 12 with respect to the “Share Ownership of Certain Beneficial Owners and Management” and "Executive Compensation" is included in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.  The following table provides information regarding the 2020 Long-Term Incentive Plan as of December 31, 2025. (a) (b) (c) Number of securities to be issued upon the exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders - - 818,002 Equity compensation plans not approved by security holders - - - Total - - 818,002  (1) See note 22 to our consolidated financial statements included in this Annual Report on Form 10-K for further information regarding the 2020 Long-Term Incentive Plan.  The remainder of the information required by Item 12 is included in the Section entitled “Share Ownership of Certain Beneficial Owners and Management” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.   Item 13. Certain Relationships and Related Transactions, and Director Independence.  The information required by Item 13 is included in the sections entitled “Certain Relationships and Related Party Transactions” and “Corporate Governance and Board of Directors Information — Director Independence” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s 2026 Annual Meeting of Stockholders and is incorporated herein by reference.  Item 14. Principal Accounting Fees and Services.  The information required by Item 14 is included in the sections entitled “Principal Accounting Firm Fees” in the Company’s definitive Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2026 Annual Meeting of Stockholders and is incorporated herein by reference. 84 Table of Contents PART IV  ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.  (F) a) Documents filed as a part of this Annual Report on Form 10-K:  (F) 1) The following financial statements of the Company are included in Part II, Item 8 of this Annual Report on Form 10-K: (i) Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) F-2 (ii) Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 (iii) Consolidated Statements of Operations and Comprehensive Income / (Loss) for the years ended December 31, 2025, 2024 and 2023 F-4 (iv) Consolidated Statement of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 F-5 (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F-6 (vi) Notes to Consolidated Financial Statements as of December 31, 2025 F-7 (2) Schedules to Consolidated Financial Statements: I. Condensed Financial Information of Registrant F-83  85 Table of Contents (b) Exhibit List The following exhibits are filed as part of this Annual Report on Form 10-K:    Exhibit No. Description  2.1 Agreement and Plan of Merger, dated as of February 20, 2009, by and among Alesco Financial Inc., Fortune Merger Sub, LLC and Cohen Brothers, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2009). #   2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of June 1, 2009, by and among Alesco Financial Inc., Fortune Merger Sub, LLC, Alesco Financial Holdings, LLC, and Cohen Brothers, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2009). #   2.3 Amendment No. 2 to Agreement and Plan of Merger, dated as of August 20, 2009, by and among Alesco Financial Inc., Alesco Financial Holdings, LLC and Cohen Brothers, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2009). #   2.4 Amendment No. 3 to Agreement and Plan of Merger, dated as of September 30, 2009, by and among Alesco Financial Inc., Alesco Financial Holdings, LLC, and Cohen Brothers, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2009).   2.5 Purchase and Contribution Agreement, dated as of September 14, 2010, by and among Cohen & Company Inc., Cohen Brothers, LLC, JVB Financial Holdings, L.L.C., the Sellers Listed on Annex I thereto and the Management Employees, as defined therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2010). #   2.6 Amendment No. 1 to Purchase and Contribution Agreement, dated as of October 29, 2010, 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 2.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2011).   2.7 Amendment No. 2 to Purchase and Contribution Agreement, dated as of December 27, 2010, 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 2.7 to the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2011).   2.8 Amendment No. 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). #   3.1 Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed with the SEC on February 6, 2004).  3.2 Articles of Amendment changing name to Alesco Financial Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3 filed with the SEC on October 20, 2006).   3.3 Articles of Amendment to Effectuate a Reverse Stock Split (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).   3.4 Articles of Amendment to Set Par Value (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).   3.5 Articles Supplementary — Series A Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).   3.6 Articles Supplementary — Series B Voting Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).   3.7 Articles of Amendment to change Name to Cohen & Company Inc. (incorporated by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009).   3.8 Articles Supplementary — Series C Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2009). 86 Table of Contents  3.9 Articles of Amendment Changing Name to Institutional Financial Markets, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2011).   3.10 By-laws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2005).   3.11 Articles Supplementary — Series D Voting Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2012).   3.12 Articles Supplementary — Series E Voting Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).   3.13 Articles of Amendment Changing Name to Cohen & Company Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2017).   3.14 Articles of Amendment to Effectuate a Reverse Stock Split and to Set Par Value (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2017).   3.15 Cohen & Company Inc. Articles Supplementary Series F Voting Non-Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2019).   4.1 Form of 10.50% Contingent Convertible Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 26, 2011).   4.2 Junior Subordinated Indenture, dated as of June 25, 2007, by and between Alesco Financial Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2007).  4.3 Supplemental Indenture No. 1 to Junior Subordinated Indenture, dated January 26, 2024, by and between Cohen & Company Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2024).  4.4 Form of Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010).   4.5 Registration Rights Agreement, dated as of May 9, 2013, by and among the Company, Cohen Bros. Financial, LLC and Mead Park Capital Partners LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).   4.6 Form of Indenture (incorporated by reference to Exhibit 4.18 to the Company’s Registration Statement on Form S-3 filed with the SEC on February 14, 2014).  4.7 Section 382 Rights Agreement, dated as of January 2, 2024, between Cohen & Company Inc. and Computershare Inc. (incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on January 2, 2024).   4.8 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*   10.1 Management Agreement, dated as of January 31, 2006, by and between Alesco Financial Trust and Cohen Brothers Management, LLC (incorporated by reference to Annex E to the Company’s Proxy Statement on Schedule 14A filed with the SEC on September 8, 2006).   10.2 Form of Restricted Share Award Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2007).   10.3 Form of Indemnification Agreement by and between Alesco Financial Inc. and each of its directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2006).   10.4 Employment Agreement between Cohen Brothers, LLC and Joseph W. Pooler, Jr., dated as of May 7, 2008 (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4 filed with the SEC on June 2, 2009). +   10.5 Amendment No. 1 to Employment Agreement between Cohen Brothers, LLC and Joseph W. Pooler, Jr., dated as of February 20, 2009 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-4 filed with the SEC on June 2, 2009). +   10.6 Amendment No. 2 to Employment Agreement between Joseph W. Pooler, Jr. and Cohen Brothers, LLC, dated as of February 18, 2010 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010). +  10.7 Amendment No. 3 to Employment Agreement, dated February 3, 2021, by and between Cohen & Company, LLC and Joseph W. Pooler, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2021).  10.8 Alesco Financial Inc. Cash Bonus Plan (incorporated by reference to Annex B to Alesco Financial Inc.’s Amendment No. 1 to the Registration Statement on Form S-4 filed with the SEC on August 20, 2009). +   10.9 Amended and Restated Limited Liability Company Agreement of Cohen Brothers, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2009). 87 Table of Contents  10.10 Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of IFMI, LLC, dated as of June 20, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2011).   10.11 Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of IFMI, LLC, dated as of May 9, 2013 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).   10.12 Amendment No. 3 to Amended and Restated Limited Liability Company Agreement, dated October 30, 2019, by and among each of the Members set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2019).  10.13 Amendment No. 4 to Amended and Restated Limited Liability Company Agreement, dated September 25, 2020, by and among each of the Members set forth on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2020). 10.14 Amendment No. 5 to Amended and Restated Limited Liability Company Agreement, dated December 20, 2021, by and among each of the Members set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021) .  10.15 Amended and Restated Employment Agreement, dated as of May 9, 2013, by and among IFMI, LLC, Institutional Financial Markets, Inc., Daniel G. Cohen, C&Co/PrinceRidge Holdings LP and C&Co/PrinceRidge Partners LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).+  10.16 Amendment No. 1 to Amended and Restated Employment Agreement, dated May 24, 2022, by and among Cohen & Company Inc., Cohen & Company, LLC, Daniel G. Cohen, J.V.B. Financial Group Holdings, LP and C&Co/Prince Ridge Partners LLC (incorporated by reference to Exhibit 10.1 of the Company ’s Current Report on Form 8-K filed with the SEC on May 25, 2022). +  10.17 2010 Executive Officers’ Cash Bonus Plan (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010). +  10.18 Form of Award for 2010 Executive Officers’ Cash Bonus Plan (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2010). + 10.19 Second Amended and Restated Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2013). +  1 0.20 Amendment No. 1 to Second Amended and Restated Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the SEC on November 10, 2016).   10.21 Form of Restricted Stock Award under Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2011). +   10.22 Second Amended and Restated Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan Non-Qualified Stock Option Award, dated as of November 30, 2013, by and between Institutional Financial Markets, Inc. and Lester R. Brafman (incorporated by reference to Exhibit 10.73 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2014).   10.23 Second Amended and Restated Institutional Financial Markets, Inc. 2010 Long-Term Incentive Plan Non-Qualified Stock Option Award, dated as of November 30, 2013, by and between Institutional Financial Markets, Inc. and Lester R. Brafman (incorporated by reference to Exhibit 10.74 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2014).   10.24 Securities Purchase Agreement, dated as of May 9, 2013, by and between Institutional Financial Markets, Inc. and Cohen Bros. Financial, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).   10.25 Preferred Stock Exchange Agreement, dated as of May 9, 2013, by and among Institutional Financial Markets, Inc., Cohen Bros. Financial, LLC and Daniel G. Cohen (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013).   10.26 Investment Agreement, dated as of October 3, 2016, by and between IFMI, LLC and JKD Capital Partners I LTD (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2016).   10.27 Amendment No. 1 to Investment Agreement, dated as of March 6, 2019, by and between Cohen & Company, LLC and JKD Capital Partners I LTD (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 10-K filed with the SEC on March 8, 2019).  10.28 Amendment No. 2 to Investment Agreement, date February 13, 2023, by and between Cohen and Company, LLC and JKD Capital Partners I LTD. (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 .  88 Table of Contents  10.29 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).   10.30 Securities Purchase Agreement, dated as of December 30, 2019, by and among Cohen & Company Inc., Cohen & Company, LLC, Daniel G. Cohen and the DGC Family Fintech Trust (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2019).  10.31 Amendment No. 1 to Securities Purchase Agreement, dated September 25, 2020, by and among Cohen & Company Inc., Cohen & Company, LLC, Daniel G. Cohen and the DGC Family Fintech Trust (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2020).  10.32 Note Purchase Agreement, dated as of January 31, 2020, by and among Cohen & Company, LLC, JKD Capital Partners I LTD and RN Capital Solutions LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2020).   10.33 Amended and Restated Senior Promissory Note, dated January 31, 2022, issued by Cohen & Company, LLC to JKD Capital Partners I LTD in the aggregate principal amount of $4,500,000 (incorporated by reference to Exhibit 10.2 to the Company ’ s Current Report on Form 8-K filed with the SEC on January 31, 2022). 10.34 Amendment No. 1 to Amended and Restated Senior Promissory Note, dated January 5, 2024, by and between Cohen & Company, LLC and JKD Capital Partners I LTD. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2024).  10.35 Cohen & Company Inc. Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2020).  10.36 Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2020). 10.37 Amendment No. 1 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan, dated April 1, 2021, to the original Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company ’ s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 13, 2021). 10.38 Amendment No. 2 to the Cohen & Company Inc. 2020 Long-Term Incentive Plan, dated March 29, 2022, to the original Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company ’ s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 14, 2022). 10.39 Form of Restricted Stock Award under Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.53 to the Company's Annual Report on Form 10-K filed with the SEC on March 5, 2021). 10.40 Second Amended and Restated Revolving Note and Cash Agreement, dated December 21, 2022, by and between J.V.B. Financial Group, LLC and Byline Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2022). 10.41 Third Amended and Restated Loan Agreement, dated June 9, 2023, 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 9, 2023). 10.42 First Amendment to Third Amended and Restated Loan Agreement, dated December 22, 2023, 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 December 26, 2023). 10.43 Second Amendment to Third Amended and Restated Loan Agreement, dated June 18, 2024, by and between J.V.B. Financial Group, LLC and Byline Bank (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on June 18, 2024). 10.44 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). 89 Table of Contents 10.45 Equity Distribution Agreement, dated October 5, 2023, by and between Cohen & Company Inc. and Northland Capital Markets (incorporated by reference to Exhibit 10.1 to the Company’ s Current Report on Form 8-K filed with the SEC on October 5, 2023). 10.46 Redemption Agreement, dated September 23, 2024 and effective September 1, 2024, by and between Cohen & Company, LLC and JKD Capital Partners I LTD. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024) 10.47 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). 10.48 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). 10.49 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).  14.1 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).  19 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).  21.1 List of Subsidiaries. *   23.1 Consent of Grant Thornton, LLP, Independent Registered Public Accounting Firm, regarding the financial statements of Cohen & Company, Inc. *   31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. *   31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. *   32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. *   32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. *  97.1 Cohen & Company Inc. 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). 101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted inline XBRL: (i) the Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, (ii) the Consolidated Statements of Operations and Comprehensive Income / (Loss) for the Year Ended December 31, 2025, 2024 and 2023, (iii) the Consolidated Statement of Changes in Equity for the Year Ended December 31, 2025, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for Year Ended December 31, 2025, 2024 and 2023; and (v) Notes to Consolidated Financial Statements. * 104 Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. + Constitutes a management contract or compensatory plan or arrangement. # Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Cohen & Company, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the SEC. † Confidential treatment has been requested for portions of this document. An unredacted version of this exhibit has been filed separately with SEC. (c) The financial statement schedules listed in the Index to Consolidated Financial Statements and Financial Statement Schedules listed under Item 15.1(a) are included under Item 8 and are presented beginning on page F-1 of this Form 10-K. All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable or is not present in amount sufficient to require submission of the schedule, and therefore have been omitted.  ITEM 16. FORM 10-K SUMMARY.  None. 90 Table of Contents COHEN & COMPANY INC. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATE: March 6, 2026  COHEN & COMPANY INC. By: /S/ LESTER R. BRAFMAN Lester R. Brafman Chief Executive Officer (Principal Executive Officer)  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  Name Title Date /s/ Daniel G. Cohen Executive Chairman March 6, 2026 Daniel G. Cohen  /s/ G. Steven Dawson Director March 6, 2026 G. Steven Dawson  /s/ Jack J. DiMaio, Jr. Vice Chairman March 6, 2026 Jack J. DiMaio, Jr.  /s/ Jack Haraburda Director March 6, 2026 Jack Haraburda  /s/ Diana L. Liberto Director March 6, 2026 Diana L. Liberto  /s/ Douglas Listman Chief Accounting Officer and Assistant Treasurer March 6, 2026 Douglas Listman (Principal Accounting Officer)  /s/ Joseph W. Pooler, Jr. Executive Vice President, Chief Financial Officer and Treasurer March 6, 2026 Joseph W. Pooler, Jr. (Principal Financial Officer)  91 Table of Contents THIS PAGE INTENTIONALLY LEFT BLANK 92 Table of Contents COHEN & COMPANY INC. INDEX TO FINANCIAL STATEMENTS Table of Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Income / (Loss) for the years ended December 31, 2025, 2024 and 2023 F-4 Consolidated Statement of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F-6 Notes to Consolidated Financial Statements as of December 31, 2025 F-7 Schedules to Consolidated Financial Statements: I. Condensed Financial Information of Registrant F-83 F-1 Table of Contents Report of Independent Registered Public Accounting Firm   Board of Directors and Shareholders Cohen & Company Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Cohen & Company Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income / (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2001. Philadelphia, Pennsylvania March 6, 2026 F-2 Table of Contents  PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. COHEN & COMPANY INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands) December 31, 2025 2024 Assets Cash and cash equivalents $ 56,762 $ 19,590 Receivables from brokers, dealers, and clearing agencies 46,194 45,650 Due from related parties 1,401 941 Other receivables 8,896 6,526 Investments-trading 140,576 148,332 Other investments, at fair value 57,258 35,262 Receivables under resale agreements 357,408 668,259 Investments in equity method affiliates 6,661 23,430 Deferred income taxes 4,126 2,257 Goodwill 109 109 Right-of-use asset - operating leases 15,406 15,540 Other assets 5,788 5,253 Total assets $ 700,585 $ 971,149 Liabilities Payables to brokers, dealers, and clearing agencies $ 4 $ 66,655 Accounts payable and other liabilities 17,944 10,913 Accrued compensation 92,689 17,770 Lease liability - operating leases 16,959 16,575 Trading securities sold, not yet purchased 36,617 36,432 Other investments sold, not yet purchased - 1,651 Securities sold under agreement to repurchase 400,391 695,966 Debt 32,895 34,904 Total liabilities 597,499 880,866 Commitments and contingencies (See note 28) Stockholders' Equity: Voting Non-Convertible Preferred Stock, $ 0.001 par value per share, 50,000,000 shares authorized, 27,413,098 shares issued and outstanding, respectively 27 27 Common Stock, $ 0.01 par value per share, 100,000,000 shares authorized, 2,130,063 and 2,040,052 shares issued and outstanding, respectively, including 380,008 and 404,791 unvested or restricted share awards, respectively 21 20 Additional paid-in capital 78,539 76,704 Accumulated other comprehensive loss ( 914 ) ( 1,007 ) Accumulated deficit ( 26,593 ) ( 34,016 ) Total stockholders' equity 51,080 41,728 Non-controlling interest 52,006 48,555 Total equity 103,086 90,283 Total liabilities and equity $ 700,585 $ 971,149   See accompanying notes to consolidated financial statements. F-3 Table of Contents COHEN & COMPANY INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS) (Dollars in thousands, except share or per share information) Year Ended December 31, 2025 2024 2023 Revenues Investment banking and new issue $ 187,608 $ 40,778 $ 23,952 Net trading 47,347 36,409 30,926 Asset management 8,817 9,009 7,337 Principal transactions and other income 31,792 ( 6,598 ) 20,766 Total revenues 275,564 79,598 82,981 Operating expenses Compensation and benefits 177,518 56,388 52,092 Business development, occupancy, equipment 7,897 6,617 5,204 Subscriptions, clearing, and execution 15,927 9,639 8,965 Professional fee and other operating 14,091 14,421 9,296 Depreciation and amortization 724 556 563 Total operating expenses 216,157 87,621 76,120 Operating income / (loss) 59,407 ( 8,023 ) 6,861 Non-operating income / (expense) Interest expense, net ( 5,876 ) ( 5,821 ) ( 6,526 ) Gain on sale of management contracts 2,734 - - Income / (loss) from equity method affiliates ( 16,763 ) 21,704 15,609 Income / (loss) before income tax expense / (benefit) 39,502 7,860 15,944 Income tax expense / (benefit) ( 632 ) ( 329 ) 5,545 Net income / (loss) 40,134 8,189 10,399 Less: Net income / (loss) attributable to the non-convertible non-controlling interest of the Operating LLC ( 1,913 ) 8,675 19,590 Enterprise net income (loss) 42,047 ( 486 ) ( 9,191 ) Less: Net income (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc. 27,616 ( 357 ) ( 4,078 ) Net income (loss) attributable to Cohen & Company Inc. $ 14,431 $ ( 129 ) $ ( 5,113 ) Income / (loss) per share data (see note 26): Loss per common share-basic: Basic income (loss) per common share $ 8.33 $ ( 0.08 ) $ ( 3.38 ) Weighted average shares outstanding-basic 1,731,957 1,614,897 1,513,469 Income / (loss) per common share-diluted: Diluted income (loss) per common share $ 4.35 $ ( 0.08 ) $ ( 3.38 ) Weighted average shares outstanding-diluted 5,983,950 5,675,616 1,513,469 Comprehensive income / (loss): Net income / (loss) $ 40,134 $ 8,189 $ 10,399 Other comprehensive income / (loss) item: Foreign currency translation adjustments, net of tax of $ 0 361 ( 167 ) 86 Other comprehensive income / (loss), net of tax of $ 0 361 ( 167 ) 86 Comprehensive income / (loss) 40,495 8,022 10,485 Less: comprehensive income / (loss) attributable to the non-controlling interest 25,957 8,199 15,573 Comprehensive income (loss) attributable to Cohen & Company Inc. $ 14,538 $ ( 177 ) $ ( 5,088 ) See accompanying notes to consolidated financial statements. F-4 Table of Contents COHEN & COMPANY INC.  Consolidated Statement of Changes in Equity (Dollars in thousands) Cohen & Company Inc. Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings / (Accumulated Deficit) Accumulated Other Comprehensive Income / (Loss) Total Stockholders' Equity Non-controlling Interest Total Equity Balance at December 31, 2022 $ 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 income - - - - 25 25 61 86 Acquisition / (surrender) of additional units in consolidated subsidiary, net - - 636 - ( 14 ) 622 ( 622 ) - Equity-based compensation - 2 1,205 - - 1,207 3,184 4,391 Shares withheld for employee taxes - - ( 48 ) - - ( 48 ) ( 127 ) ( 175 ) Dividends/distributions to convertible non-controlling interest - - - ( 1,750 ) - ( 1,750 ) ( 4,344 ) ( 6,094 ) Redemption of convertible non-controlling interest units - - - - - - ( 834 ) ( 834 ) Non-convertible non-controlling interest investment - - - - - - 39 39 Non-convertible non-controlling interest distributions - - - - - - ( 10,041 ) ( 10,041 ) Balance at December 31, 2023 $ 27 $ 19 $ 74,594 $ ( 32,014 ) $ ( 944 ) $ 41,682 $ 50,115 $ 91,797 Net income / (loss) - - - ( 129 ) - ( 129 ) 8,318 8,189 Other comprehensive (loss) - - - - ( 48 ) ( 48 ) ( 119 ) ( 167 ) Common stock issued, net - 154 - - 154 - 154 Acquisition / (surrender) of additional units in consolidated subsidiary, net - - 679 - (15 ) 664 (664 ) - Equity-based compensation - 1 1,331 - - 1,332 3,336 4,668 Shares withheld for employee taxes - - ( 54 ) - - ( 54 ) ( 135 ) ( 189 ) Dividends/distributions to convertible non-controlling interest - - - ( 1,873 ) - ( 1,873 ) ( 4,819 ) ( 6,692 ) Redemption of convertible non-controlling interest units - - - - - - ( 659 ) ( 659 ) Non-convertible non-controlling interest distributions - - - - - - ( 6,818 ) ( 6,818 ) Balance at December 31, 2024 $ 27 $ 20 $ 76,704 $ ( 34,016 ) $ ( 1,007 ) $ 41,728 $ 48,555 $ 90,283 Net income - - - 14,431 - 14,431 25,703 40,134 Other comprehensive income - - - - 107 107 254 361 Acquisition / (surrender) of additional units of consolidated subsidiary, net - - 590 - ( 14 ) 576 ( 576 ) - Equity-based compensation - 1 1,347 - - 1,348 18,865 20,213 Shares withheld for employee taxes - - ( 102 ) - - ( 102 ) ( 241 ) ( 343 ) Dividends/distributions to convertible non-controlling interest - - - ( 7,008 ) - ( 7,008 ) ( 14,818 ) ( 21,826 ) Redemption of convertible non-controlling interest units - - - - - - ( 954 ) ( 954 ) Non-convertible non-controlling interest contributions - - - - - - 2,669 2,669 Non-convertible non-controlling interest distributions - - - - - - ( 27,451 ) ( 27,451 ) Balance at December 31, 2025 $ 27 $ 21 $ 78,539 $ ( 26,593 ) $ ( 914 ) $ 51,080 $ 52,006 $ 103,086    See accompanying notes to consolidated financial statements. F-5 Table of Contents COHEN & COMPANY INC.  Consolidated Statements of Cash Flows (Dollars in thousands) Year Ended December 31, 2025 2024 2023 Operating activities Net income (loss) $ 40,134 $ 8,189 $ 10,399 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity-based compensation 20,213 4,668 4,391 Loss (gain) on other investments, at fair value 156,783 62,560 92,931 Loss (gain) on other investments, sold not yet purchased ( 1,118 ) ( 29,658 ) ( 107,816 ) Loss (gain) on disposal of interest in Vellar GP 836 - - Noncash advisory fees received ( 232,398 ) ( 24,338 ) ( 18,248 ) (Income) / loss from equity method affiliates 16,763 ( 21,704 ) ( 15,609 ) Depreciation and amortization 724 556 563 Amortization of discount on debt 564 42 692 Deferred tax provision / (benefit) ( 1,869 ) ( 677 ) 5,354 Change in operating assets and liabilities, net: Change in receivables from/ payables to brokers, dealers, and clearing agencies ( 68,315 ) ( 23,279 ) 118,298 Change in receivables from / payables to related parties, net ( 460 ) ( 169 ) 15 (Increase) decrease in other receivables ( 2,389 ) ( 1,153 ) 4,154 (Increase) decrease in investments-trading 7,756 32,996 30,500 (Increase) decrease in receivables under resale agreement 310,851 ( 259,851 ) 29,284 (Increase) decrease in other assets ( 421 ) ( 8,818 ) 1,829 Increase (decrease) in accounts payable and other liabilities 167 11,165 ( 88,431 ) Increase (decrease) in accrued compensation 74,919 502 4,834 Increase (decrease) in trading securities sold, not yet purchased 185 ( 29,319 ) ( 68,206 ) Increase (decrease) in securities sold under agreement to repurchase ( 295,575 ) 287,763 ( 44,594 ) Net cash provided by (used in) operating activities 27,350 9,475 ( 39,660 ) Investing activities Purchase of investments - other investments, at fair value ( 26,551 ) ( 60,675 ) ( 86,021 ) Purchase of investments - other investments sold, not yet purchased, at fair value - ( 1,408 ) ( 5,512 ) Reduction in cash from disposal of interest in Vellar GP ( 433 ) - - Sales and returns of principal - other investments, at fair value 55,218 78,834 75,906 Sales and returns of principal - other investments sold, not yet purchased, at fair value 316 214 53,928 Investments in equity method affiliates ( 2,675 ) ( 236 ) ( 1,896 ) Distribution from equity method affiliate 1,587 1,026 2,091 Purchase of furniture, equipment, and leasehold improvements ( 1,254 ) ( 1,249 ) ( 373 ) Net cash provided by (used in) investing activities 26,208 16,506 38,123 Financing activities Repayment of redeemable financial instrument - ( 2,573 ) - Proceeds from draws on revolving credit facility - - 15,000 Repayment of draws on revolving credit facility - - ( 15,000 ) Proceeds from debt - - 2,250 Repayment of debt ( 2,573 ) - ( 2,250 ) Cash used to net share settle equity awards ( 343 ) ( 189 ) ( 175 ) Proceeds from issuance of Common Stock - 154 - Cohen & Company Inc. dividends ( 2,131 ) ( 1,873 ) ( 1,750 ) Convertible non-controlling interest distributions ( 13,000 ) ( 4,819 ) ( 4,344 ) Redemption of convertible non-controlling interest units ( 954 ) ( 659 ) ( 834 ) Non-convertible non-controlling interest investment 2,669 - 39 Non-convertible non-controlling interest distributions ( 969 ) ( 6,758 ) ( 10,041 ) Net cash provided by (used in) financing activities ( 17,301 ) ( 16,717 ) ( 17,105 ) Effect of exchange rate on cash 915 ( 324 ) 191 Net increase (decrease) in cash and cash equivalents 37,172 8,940 ( 18,451 ) Cash and cash equivalents, beginning of period 19,590 10,650 29,101 Cash and cash equivalents, end of period $ 56,762 $ 19,590 $ 10,650 See accompanying notes to consolidated financial statements. F-6 Table of Contents COHEN & COMPANY INC. Notes to Consolidated Financial Statements December 31, 2025 (Dollars in thousands, except share and per share information) 1. ORGANIZATION AND NATURE OF OPERATIONS  Organizational History  Cohen Brothers, LLC (“Cohen Brothers”) was formed on October 7, 2004 by Cohen Bros. Financial, LLC (“CBF”). Cohen Brothers was established to acquire the net assets of CBF’s subsidiaries (the “Formation Transaction”): Cohen Bros. & Company, Inc.; Cohen Frères SAS; Dekania Investors, LLC; Emporia Capital Management, LLC; and the majority interest in Cohen Bros. & Toroian Investment Management, Inc. The Formation Transaction was accomplished through a series of transactions occurring between March 4, 2005 and May 31, 2005.  From its formation until December 16, 2009, Cohen Brothers operated as a privately-owned limited liability company. On December 16, 2009, Cohen Brothers completed its merger (the “AFN Merger”) with a subsidiary of Alesco Financial Inc. (“AFN”), a publicly traded real estate investment trust ("REIT").  As a result of the AFN Merger, AFN contributed substantially all of its assets into Cohen Brothers in exchange for newly issued units of membership interests directly from Cohen Brothers. In addition, AFN received additional Cohen Brothers membership interests directly from its members in exchange for AFN common stock. In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the AFN Merger was accounted for as a reverse acquisition, and Cohen Brothers was deemed to be the accounting acquirer. As a result, all of AFN’s assets and liabilities were required to be revalued at fair value as of the acquisition date. The remaining units of membership interests of Cohen Brothers that were not held by AFN were included as a component of non-controlling interest in the consolidated balance sheets.  Subsequent to the AFN Merger, AFN was renamed Cohen & Company Inc. Effective January 1, 2010, the Company ceased to qualify as a REIT.  The Company  The Company is a financial services company specializing in an expanding range of capital markets and asset management services. 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. and its subsidiaries on a consolidated basis. Cohen & Company, LLC or the “Operating LLC” refers to the main operating subsidiary of the Company. “Cohen Brothers” refers to the pre-AFN Merger Cohen Brothers, LLC and its subsidiaries. “AFN” refers to the pre-merger Alesco Financial Inc. and its subsidiaries. When the term “Cohen & Company Inc.” is used, it is referring to the parent company itself. “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. The Company’s business is organized into the following three business segments.  Capital Markets : 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. government agency securities, brokered deposits and certificates of deposit (“CDs”) for small banks, and hybrid capital of financial institutions including whole loans and other structured financial instruments. The Company operates its capital markets activities primarily through its subsidiaries: Cohen Securities in the United States and CCFESA in Europ e. CCM is a division of Cohen Securities. Asset Management : 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.  F- 7 Table of Contents Principal Investing : 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; other investments sold, not yet purchased; and investments in equity method affiliates in the Company’s consolidated balance sheets.  The Company generates its revenue by business segment primarily through the following activities:  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; and • Revenue earned on the Company’s gestation repo financing program.  Asset Management  • Asset management fees for the Company’s on-going asset management services provided to certain Investment Vehicles, which may include fees both senior and subordinate to the securities in the Investment Vehicle, and incentive management fees earned based on the performance of the various Investment Vehicles.  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, which were not acquired as part of the CCM business; and • Income and loss earned on equity method investments.  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 .  1. 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. See note 4. 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. 2. Dekania Capital Management, LLC (“DCM”) is a wholly owned subsidiary of the Operating LLC and acts as asset manager and investment adviser to the Company’s Dekania Europe II and Dekania Europe III CDOs. The Dekania Europe CDOs invest primarily in financial institution TruPS and insurance company subordinated debt denominated in Euros. DCM also manages the U.S. Insurance JV. 3. 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. 4. CCFESA is regulated by the ACPR, and performs asset management and capital market activities in France and the European Union. 5. Cohen & Compagnie SAS (formerly Cohen Fréres SAS), the Company’s French subsidiary, acted as a credit research adviser to DCM and CCFESA in analyzing the creditworthiness of insurance companies and financial institutions in Europe with respect to all assets included in the Dekania Europe CDOs and certain other Investment Vehicles. This entity was merged into CCFESA in 2023. 6. SPAC Sponsor Entities is a series of LLCs set up to pool investor funds and invest in private placements of Company sponsored SPACs. See note 4. 7. 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 invested in share forward arrangements. See notes 4, 10, and 31. The Company sold its interest in the Vellar GP in 2025. F- 8 Table of Contents  2. BASIS OF PRESENTATION  The accounting and reporting policies of the Company conform to U.S. GAAP. 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. There have been no subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form 10 -K or would be required to be recognized in the Consolidated Financial Statements as of and for the year ended December 31, 2025 . 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  A. Principles of Consolidation  The consolidated financial statements reflect the accounts of Cohen & Company Inc. and its subsidiaries that are required to be consolidated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810” ). 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 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. E ffective December 31, 2025 and 2024 , the Company controlled 51.00 % of the voting interest and owned 29.8 % and 28.7 %, respectively, of the economic interest of the Operating LLC. Although the Company’s economic interest is below 50%, it continues to consolidate the Operating LLC as it controls over 50% of the voting interests. 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, 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.  B. Use of Estimates  The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F- 9 Table of Contents C. Adoption of New Accounting Standards In March 2022, the FASB issued ASU 2022 - 02, Financial Instruments — Credit Losses (Topic 326 ): Troubled Debt Restructurings ("TDRs") and Vintage Disclosures. The amendments in this ASU eliminate TDR recognition and measurement guidance and instead, require that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. The Company's adoption of the provisions of ASU 2022 - 02, effective January 1, 2023, did not have an effect on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020 - 06, Debt — Debt with Conversion and Other Options (Subtopic 470 - 20 ) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815 - 40 ): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU simplifies accounting for convertible instruments by removing major separation models currently required. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The Company's adoption of the provisions of ASU 2020 - 06, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements. In June 2022, the FASB issued ASU 2022 - 03, Fair Value Measurement (Topic 820 ): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. Early adoption is permitted. The Company's adoption of the provisions of ASU 2022 - 03, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements. In March 2023, the FASB issued ASU 2023 - 02, Investments — Equity Method and Joint Ventures (Topic 323 ): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU responds to stakeholder feedback that the proportional amortization method provides investors and other allocators of capital with a better understanding of the returns from investments that are made primarily for the purpose of receiving income tax credits and other income tax benefits. The Company's adoption of the provisions of ASU 2023 - 02, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures. The amendments in this ASU are designed to improve reportable segment disclosure requirements primarily through enhance disclosures about significant segment expenses and other segment items on an interim and annual basis. The Company adopted ASU 2023 - 07 during the year ended December 31, 2024. 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. See note 23. 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. F- 10 Table of Contents D. Cash and Cash Equivalents  Cash and cash equivalents consist of cash and short-term, highly liquid investments that have original maturities of three months or less. A portion of the Company’s cash and cash equivalents are in the form of short-term investments and are not held in federally insured bank accounts.  E. Financial Instruments  The Company accounts for its investment securities at fair value under various accounting literature including FASB ASC 320, Investments — Debt and Equity Securities (“ASC 320” ) , pertaining to investments in debt and equity securities and the fair value option of financial instruments in FASB ASC 825, Financial Instruments (“ASC 825” ). The Company also accounts for certain assets at fair value under applicable industry guidance such as: (a) FASB ASC 946 , Financial Services-Investment Companies (“ASC 946” ) and (b) FASB ASC 940 - 320, Proprietary Trading Securities (“ASC 940 - 320" ) .  Certain of the Company’s assets and liabilities are required to be measured at fair value. For those assets and liabilities, the Company determines fair value according to the fair value measurement provisions included in ASC 820, Fair Value Measurements and Disclosures (“ASC 820” ). ASC 820 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, establishes a valuation hierarchy based on the quality of inputs used to measure fair value, and requires additional disclosures about fair value measurements. The definition of fair value focuses on the price that would be received to sell the asset or paid to transfer the liability between market participants at the measurement date (an exit price). An exit price valuation will include margins for risk even if they are not observable. ASC 820 establishes a valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels (level 1, 2, and 3 ). In addition, the Company has elected to account for certain of its other financial assets at fair value under the fair value option provisions included in ASC 825. This standard provides companies the option of reporting certain instruments at fair value (with changes in fair value recognized in the statement of operations) that were previously either carried at cost, not recognized on the financial statements, accounted for as an equity method investment, or carried at fair value with changes in fair value recognized as a component of equity rather than in the statement of operations. The election is made on an instrument-by-instrument basis and is irrevocable. 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 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 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. This determination is made at the time a security is purchased. ASC 320 requires that both trading and available for sale securities are to be carried at fair value. However, in the case of trading assets, both unrealized and realized gains and losses are recorded in the statement of operations. For available for sale securities, only realized gains and losses are recognized in the statement of operations while unrealized gains and losses are recognized as a component of other comprehensive income (“OCI”). However, if the reporting entity elects to account for an otherwise available for sale security under the fair value option (ASC 825 ), then the security is accounted for at fair value with both unrealized and realized gains recorded in the statement of operations. In all the periods presented, all securities accounted for under ASC 320 were either classified as trading or available for sale. No securities were classified as held to maturity. Furthermore, the Company elected the fair value option, in accordance with ASC 825, for all securities that were classified as available for sale. 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 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: Asset Liability Realized and Unrealized Gains / (Losses) Acquired as part of trading activities Investments - trading Securities sold, not yet purchased Net trading 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  F- 11 Table of Contents 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. In those cases, the investment will be included as a component of other investments, at fair value in the consolidated balance sheet and unrealized and realized gains will be included as a component of principal transactions and other income in the in the consolidated statement of operations. If the fair value is not readily determined, the Company will account for the investment under the equity method. In those cases, the investment will be included as a component of investments in equity method affiliates in the consolidated balance sheet and the Company will recognize its allocable share of the investee’s income or loss as a component of income / (loss) from equity method affiliates in the consolidated statement of operations. See note 12.  The determination of fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third -party pricing services, or, when independent broker quotations or market price quotations from third -party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange.  Also, from time to time, the Company may be deemed to be the primary beneficiary of a VIE and may be required to consolidate it and its investments under the provisions included in ASC 810 . See note 18. In those cases, the Company’s classification of the assets as trading, other investments, at fair value, available for sale, or held to maturity will depend on the intended use of the investment by the variable interest entity.  Investments-Trading  Unrealized and realized gains and losses on securities classified as investments-trading are recorded in net trading in the consolidated statements of operations.  Trading Securities Sold, Not Yet Purchased  Trading securities 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. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated balance sheets. Unrealized and realized gains and losses on trading securities sold, not yet purchased are recorded in net trading in the consolidated statements of operations. 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 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 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. Unrealized and realized gains and losses on other investments sold, not yet purchased are recorded as a component of principal transactions and other in the consolidated statement of operations. F. Derivative Financial Instruments  FASB ASC 815, Derivatives and Hedging (“ASC 815” ), provides for optional hedge accounting. When a derivative is deemed to be a hedge and certain documentation and effectiveness testing requirements are met, reporting entities can record all or a portion of the change in the fair value of a designated hedge as an adjustment to OCI rather than as a gain or loss in the statements of operations. To date, the Company has not designated any derivatives as hedges under the provisions included in ASC 815.  All of the derivatives that the Company enters into contain master netting arrangements. If certain requirements are met, the offsetting provisions included in FASB ASC 210, Balance Sheet (“ASC 210” ), allow (but do not require) the reporting entity to net the derivative asset and liability on the consolidated balance sheets. It is the Company’s policy to present the assets and liabilities o n a net basis if the conditions of ASC 210 are met. However, in general the Company does not enter into offsetting derivatives with the same counterparties.  Derivative financial instruments are recorded at fair value. If the derivative was entered into as part of the Company’s broker-dealer operations, it will be included as a component of investments-trading or trading securities sold, not yet purchased. Otherwise, it is included in other investments, at fair value or other investments sold, not yet purchased.  The Company may, from time to time, enter into derivatives as investments or to manage its risk exposures arising from (i) fluctuations in foreign currency rates with respect to the Company’s investments in foreign currency denominated investments; (ii) the Company’s investments in interest sensitive investments; (iii) the Company's investments in equities; and (iv) the Company’s facilitation of mortgage-backed trading. Derivatives entered into by the Company may include (a) foreign currency forward contracts; (b) purchase and sale agreements of TBAs and other forward agency MBS contracts; (c) other extended settlement trades; and (d) share forward arrangements ("SFAs"). See note 10.  TBAs are forward contracts to purchase or sell MBS with collateral that remains “to be announced” until just prior to the trade settlement. In addition to TBAs, the Company sometimes enters into forward purchases or sales of agency MBS where the underlying collateral has been identified. These transactions are referred to as other forward agency MBS contracts. TBAs and other forward agency MBS contracts are accounted for as derivatives by the Company under ASC 815. The settlement of these transactions is not expected to have a material effect on the Company’s consolidated financial statements.  F- 12 Table of Contents In addition to TBAs and other forward agency MBS contracts as part of the Company’s broker-dealer operations, the Company may from time to time enter into other securities or loan trades that do not settle within the normal securities settlement period. In those cases, the purchase or sale of the security or loan is not recorded until the settlement date. However, from the trade date until the settlement date, the Company’s interest in the security is accounted for as a derivative as either a forward purchase commitment or forward sale commitment. The Company will classify the related derivative either within investments-trading or other investments, at fair value depending on where it intends to classify the investment once the trade settles. Derivatives involve varying degrees of off-balance sheet risk, whereby changes in the level or volatility of interest rates or market values of the underlying financial instruments may result in changes in the value of a particular financial instrument in excess of its carrying amount. Depending on the Company’s investment strategy, realized and unrealized gains and losses are recognized in principal transactions and other income or in net trading in the Company’s consolidated statements of operations on a trade date basis. See note 10.  G. Receivables from and payables to brokers, dealers, and clearing agencies  Receivables from brokers, dealers, and clearing agencies may include amounts receivable for deposits placed with clearing agencies, funds in the Company’s accounts held with clearing agencies, and amounts receivable from securities or repo transactions that have failed to deliver. Payables to brokers, dealers, and clearing agencies may include amounts payable from securities or repo transactions that have failed to receive as well as amounts borrowed from clearing agencies under margin loan arrangements. In addition, receivables or payables arising from unsettled regular way trades are reflected on a net basis either as a component of receivables from or payables to brokers, dealers, and clearing agencies. These receivables are subject to the requirements of ASU 2016 - 13, which potentially may require the recording of credit losses. The Company’s trades and contracts are cleared through a clearing organization and settled daily between the clearing organization and the Company. Due to this daily settlement, the amount of unsettled credit exposures is limited to the amount owed the Company for a very short period of time. The Company continually reviews the credit quality of its counterparties and has not incurred a material loss. As a result, the Company has not recorded a credit loss allowance on these receivables. See note 6.  H. Furniture, Equipment, and Leasehold Improvements, Net  Furniture, equipment, and leasehold improvements are stated at cost, less accumulated depreciation, and amortization, and are included as a component of other assets in the consolidated balance sheets. Furniture and equipment are depreciated on a straight-line basis over their estimated useful life of 3 to 5 years. Leasehold improvements are amortized over the lesser of their useful life or lease term, which generally ranges from 5 to 10 years. See note 16.  I. Goodwill and Intangible Assets with Indefinite Lives  Goodwill represents the amount of the purchase price in excess of the fair value assigned to the individual assets acquired and liabilities assumed in various acquisitions completed by the Company. See note 13. In accordance with FASB ASC 350, Intangibles — Goodwill and Other (“ASC 350” ), goodwill and intangible assets deemed to have indefinite lives are not amortized to expense but rather are analyzed for impairment.  The Company measures its goodwill for impairment on an annual basis or when events indicate that goodwill may be impaired. The impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, any loss recognized could not exceed the total amount of goodwill allocated to the reporting unit. Any impairment loss is included in the consolidated statements of operations as impairment of goodwill and is included as a component of operating expense.  The Company includes intangible assets comprised primarily of its broker-dealer licenses in other assets on its consolidated balance sheets that it considers to have indefinite useful lives. The Company reviews these assets for impairment on an annual basis.  J. Variable Interest Entities  ASC 810 contains the guidance surrounding the definition of a VIE, the definition of variable interests, and the consolidation rules surrounding VIEs. 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, 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. The entity that has both of these characteristics is deemed to be the primary beneficiary and required to consolidate the VIE. This assessment must be done on an ongoing basis. The Company has included the required disclosures for VIEs in its consolidated financial statements. See note 18 for further details.  K. Collateralized Securities Transactions  The Company may enter into transactions involving purchases of securities under agreements to resell (“reverse repurchase agreements” or “receivables under resale agreements”) or sales of securities under agreements to repurchase (“repurchase agreements”). The resulting interest income and expense are included in net trading in the consolidated statements of operations.  In the case of reverse repurchase agreements, the Company generally takes possession of securities as collateral. Likewise, in the case of repurchase agreements, the Company is required to provide the counterparty with securities as collateral.  In certain cases, a repurchase agreement and a reverse repurchase agreement may be entered into with the same counterparty. If certain requirements are met, the offsetting provisions included in ASC 210 allow (but do not require) the reporting entity to net the asset and liability on the consolidated balance sheets.  ASC 210 provides the option to present reverse repo and repo on a net basis if certain netting conditions are met. The Company's accounting policy is to present repo transactions on a gross basis even if netting thresholds are met.  F- 13 Table of Contents The Company classifies reverse repurchase agreements as a separate line item within the assets section of the Company’s consolidated balance sheets. The Company classifies repurchase agreements as a separate line item within the liabilities section of the Company’s consolidated balance sheets.  In the case of reverse repurchase agreements, if the counterparty is unable or unwilling to fulfill its obligation to repurchase the collateral securities at maturity, the Company can sell the collateral securities to repay the obligation. However, the Company is at risk that it may sell at unfavorable market prices and may sustain significant losses. The Company’s policy to control this risk is monitoring the market value of securities pledged or used as collateral on a daily basis and requiring additional collateral in the event the market value of the existing collateral declines.  In the case of repurchase agreements, if the counterparty makes a margin call and the Company is unable or unwilling to meet the margin call, the counterparty can sell the securities to repay the obligation. The Company is at risk that the counterparty may sell the securities at unfavorable market prices and the Company may sustain significant losses. The Company controls this risk by monitoring its liquidity position to ensure it has sufficient cash or liquid securities to meet margin calls.  In general, reverse repurchase agreements and repurchase agreements allow each counterparty to re-pledge or resell the collateral securities to other counterparties. The Company also receives fees for arranging repo financing for counterparties. See discussion of Agency Repo in note 11.  L. Debt  Debt is recorded at its face amount, less any discount or plus any premium. Debt issuance costs are included as a component of discount on debt. Any discount on debt is amortized as a component of interest expense using the effective interest method. The Company has not elected to account for any of its debt at fair value under ASC 825. See note 20.  M. 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  Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis. Riskless trades are transacted through the Company’s proprietary account with a customer order in hand, resulting in little or no market risk to the Company. Transactions that settle in the regular way are recognized on a trade date basis. Extended settlement transactions are recognized on a settlement date basis (although in cases of extended settlement trades, the unsettled trade is accounted for as a derivative between trade and settlement date). See note 10. The investments classified as trading (both investments-trading and trading securities sold, not yet purchased) are carried at fair value. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations from third -party pricing services or, when independent broker quotations or market price quotations from third -party pricing services are unavailable, valuation models prepared by the Company’s management. The models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange.  Asset management  Asset management revenue consists of management fees earned from Investment Vehicles. In the case of CDOs, the fees earned by the Company generally consist of senior, subordinated, and incentive fees. The senior asset management fee is generally senior to all the securities in the CDO capital structure and is recognized on a monthly basis as services are performed. The senior asset management fee is generally paid on a quarterly basis. The subordinated asset management fee is an additional payment for the same services but has a lower priority in the CDO cash flows. If the CDO experiences a certain level of asset defaults and deferrals, these fees may not be paid. There is no recovery by the CDO of previously paid subordinated asset management fees. It is the Company’s policy to recognize these fees on a monthly basis as services are performed. The subordinated asset management fee is generally paid on a quarterly basis. However, if the Company determines that the subordinated asset management fee will not be paid (which generally occurs on the quarterly payment date), the Company will stop recognizing additional subordinated asset management fees on that particular CDO and will reverse any subordinated asset management fees that are accrued and unpaid. The Company will begin accruing the subordinated asset management fee again if payment resumes and, in management’s estimate, continued payment is reasonably assured. If payment were to resume but the Company was unsure of continued payment, it would recognize the subordinated asset management fee as payments were received and would not accrue such fees on a monthly basis. The incentive management fee is an additional payment, made typically after five to seven years of the life of a CDO, which is based on the clearance of an accumulated cash return on investment (“Hurdle Return”) received by the most junior CDO securities holders. It is an incentive for the Company to perform in its role as asset manager by minimizing defaults and maximizing recoveries. The incentive management fee is not ultimately determined or payable until the achievement of the Hurdle Return by the most junior CDO securities holders. The Company recognizes incentive fee revenue when it is probable and there is not a significant chance of reversal in the future. In the case of Investment Vehicles other than CDOs, generally the Company earns a base fee and, in some cases, also earns an incentive fee. Base fees will generally be recognized on a monthly basis as services are performed and will be paid monthly or quarterly. The contractual terms of each arrangement will determine the Company’s revenue recognition policy for incentive fees in each case. 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.  F- 14 Table of Contents Principal transactions and other income  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. The determination of fair value is based on quoted market prices of an active exchange, independent broker market quotations, market price quotations or models from third -party pricing services, or, when independent broker quotations or market price quotations or models from third -party pricing services are unavailable, valuation models prepared by the Company’s management. These models include estimates, and the valuations derived from them could differ materially from amounts realizable in an open market exchange. Dividend income is recorded on the ex-dividend date. Other income/(loss) includes foreign currency gains and losses, interest earned on cash and cash equivalents, interest earned and losses incurred on notes receivable, and other miscellaneous income including transaction break up fees and revenue from revenue sharing arrangements.  N. Interest Expense, net  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 note 20.  O. Leases  The Company leases office space and certain computer and related equipment. From time to time, the Company sub-leases office space to other tenants. Under the requirements of ASC 842, the Company determines if an arrangement is a lease at the inception date of the contract. The Company measures operating lease liabilities using an estimated incremental borrowing rate as there is no rate implicit in the Company’s operating lease arrangements. An incremental borrowing rate was calculated for each operating lease based on the term of the lease, the U.S. Treasury term interest rate, and an estimated spread to borrow on a secured basis. During the periods presented, all leases to which the Company was a party were classified as operating leases and rent expense was recognized on a straight-line basis and included as a component of business development, occupancy, and equipment in the consolidated statements of operations.  P. Non-Controlling Interest  The equity interests of any consolidated subsidiary that are not owned by the Company are treated as non-controlling interests. See note 21.   Q. Equity-Based Compensation  The Company accounts for equity-based compensation issued to its employees using the fair value-based methodology prescribed by the provisions related to share-based payments included in FASB ASC 718, Compensation-Stock Compensation (“ASC 718” ). In the periods presented herein, the Company had three different types of grants that fall under ASC 718. First, the Company may grant restricted common stock in Cohen & Company Inc. to employees and directors. These grants vest over a period of time and only have service based vesting criteria. In these cases, the Company determines the fair value of the grants by taking the closing stock price of Cohen & Company Inc. on the grant date and multiplying it by the number of restricted shares granted. 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. The Company recognizes the expense over the service period on a straight line basis. The Company assumes no forfeitures up front and records forfeitures as they occur by reducing expense. Second, the Company may grant operating units of the Operating LLC to employees. These grants also vest over a period of time and only have service based vesting criteria. Because there is a fixed exchange ratio between units of the Operating LLC and shares of Cohen & Company Inc., the fair value of the grant is calculated by taking the closing stock price of Cohen & Company Inc. on the grant date, adjusting for the exchange ratio, and then multiplying by the number of units of the Operating LLC granted. The recipient is entitled to distributions during the vesting period but they are paid only if (and to the extent) the unit grant ultimately vests. Any distributions 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. The Company assumes no forfeitures up front and record forfeitures as they occur by reducing expense. Third, employees may invest in the membership interests of consolidated SPAC sponsor entities. Because these entities are consolidated and the employees are investing in the consolidated company's non-controlling interest, these equity interests fall under ASC 718. Generally, the employee invests a de minimis amount and receives an allocation of the founder shares held by the sponsor entity. The investment generally does not have any explicit vesting criteria associated with it. Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination. Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination). Further, at the time of the investments, the Company treats this performance condition as being non-probable. The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed. Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant. The fair value of the grant is equal to the public trading price of the SPAC on the date the business combination is completed adjusted for certain sale restrictions imposed on the shares the employee receives (generally, the shares 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. The compensation amount is recorded with an offsetting credit to non-controlling interest. From that point forward, the shares received by the employee are treated as part of the non-controlling interest and allocated income, expense, gains, and losses accordingly until the applicable sponsor entity is liquidated or otherwise de-consolidated. F- 15 Table of Contents R. Accounting for Income Taxes  Cohen & Company Inc. is treated as a C corporation for United States federal and state income tax purposes. The Company’s voting-controlled subsidiary, the Operating LLC, is treated as a pass-through entity for U.S. federal income tax purposes and in most of the states in which it does business. However, in the periods presented, the Operating LLC or its subsidiaries have been subject to entity level income taxes in certain foreign jurisdictions as well as in New York City and Philadelphia.  The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the U.S. GAAP and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.  The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial operations. As shown in note 23 to the consolidated financial statements contained herein, the Company currently has significant recognized as well as unrecognized deferred tax assets. Deferred tax assets should only be recognized to the extent that the Company determines it can benefit in the future from the asset. Generally, this determination is based on the Company's estimates of its ability to generate future taxable income. This determination is complex and subject to judgment. The determination is ongoing and subject to change. If the Company were to change this determination in the future, a significant deferred tax benefit or deferred tax expense would be recognized as a component of earnings.  The Company’s policy is to record penalties and interest as a component of income tax expense / (benefit) in the consolidated statements of operations.  S. Other Comprehensive Income / (Loss)  The Company reports the components of comprehensive income / (loss) within the consolidated statements of operations and comprehensive income / (loss). Comprehensive income / (loss) includes net income / (loss) from foreign translation adjustment.  T. Earnings / (Loss) Per Common Share  In accordance with FASB ASC 260, Earnings Per Share (“ASC 260” ), the Company presents both basic and diluted earnings / (loss) per common share in its consolidated financial statements and footnotes. Basic earnings / (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income or loss allocable to common stockholders or members by the weighted average number of common shares and restricted stock entitled to non-forfeitable dividends outstanding for the period. Diluted earnings per common share (“Diluted EPS”) reflects the potential dilution of common stock equivalents (such as restricted stock and restricted units entitled to forfeitable dividends, in-the-money stock options, and convertible debt, if they are not anti-dilutive). See note 26 for the computation of earnings/(loss) per common share.  U. Business Concentration  A significant portion of the Company’s asset management revenues in a year may be derived from a small number of transactions. For the year ended December 31, 2025 , the Company earned asset management revenue from CDOs of $ 965 and $ 7,852 from other investment funds. Other than revenue earned in its gestation repo operations, the Company’s trading revenue is generated from transactions with a diverse set of institutional customers. The Company does not consider its trading revenue, other than revenue earned in its gestation repo operations, to be concentrated from a customer or counterparty perspective. See note 11 for discussion of concentrations within the gestation repo operations.  F- 16 Table of Contents V. Fair Value of Financial Instruments  The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. These determinations were based on available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop the estimates and, therefore, these estimates may not necessarily be indicative of the amount the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Refer to note 9 for a discussion of the valuation hierarchy with respect to the investments carried by the Company at fair value.  Cash equivalents : Cash equivalents are carried at historical cost, which is assumed to approximate fair value. The estimated fair value measurement of cash and cash equivalents is classified within level 1 of the valuation hierarchy.  Investments-trading : These amounts are carried at fair value. The fair value is based on either quoted market prices of an active exchange, independent broker market quotations, market price quotations from third -party pricing services, or valuation models when quotations are not available.  Other investments, at fair value : These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, or valuation models when quotations are not available. In the case of investments in alternative investment funds, fair value is generally based on the reported net asset value of the underlying fund.  Receivables under resale agreements : Receivables under resale agreements are carried at their contracted resale price, have short-term maturities, and are repriced frequently or bear market interest rates and, accordingly, these contracts are at amounts that approximate fair value. The estimated fair value measurements of receivables under resale agreements are based on observations of actual market activity and are generally classified within level 2 of the valuation hierarchy.  Trading securities sold, not yet purchased : These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent market quotations, market price quotations from third -party pricing services, or valuation models when quotations are not available.  Other investments, sold not purchased : These amounts are carried at fair value. The fair value is based on quoted market prices of an active exchange, independent broker market quotations, or valuation models when quotations are not available. Securities sold under agreement to repurchase : The liabilities for securities sold under agreement to repurchase are carried at their contracted repurchase price, have short-term maturities, and are repriced frequently with amounts normally due in one month or less and, accordingly, these contracts are at amounts that approximate fair value. 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. Debt : These amounts are carried at outstanding principal less unamortized discount. However, a substantial portion of the Company's debt was assumed in the AFN Merger and recorded at fair value as of that date. As of December 31, 2025 and 2024 , the fair value of the Company’s debt was estimated to be $ 42,369 and $ 44,352 , respectively. The estimated fair value measurements of the debt are generally based on discounted cash flow models prepared by the Company’s management primarily using discount rates for similar instruments issued to companies with similar credit risks to the Company and are generally classified within level 3 of the valuation hierarchy.  Derivatives : These amounts are carried at fair value. Derivatives may be included as a component of investments-trading; trading securities sold, not yet purchased; and other investments, at fair value. See notes 10 and 11. The fair value is generally based on quoted market prices on an exchange that is deemed to be active for derivative instruments such as foreign currency forward contracts and Eurodollar futures. For derivative instruments, such as TBAs and other extended settlement trades, the fair value is generally based on market price quotations from third -party pricing services. F- 17 Table of Contents W. Investments in Special Purpose Acquisition Companies ("SPACs") Sponsor Entities 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. The SPAC will also raise funds in a public offering and seek to complete a business combination within an agreed upon time frame. The SPAC will use the proceeds raised from the private placement to pay transaction and operating expenses during the period it is seeking a business combination. The proceeds of the public offering are placed in an interest bearing trust and can only be used to complete the business combination. Generally, the public investors must approve any business combination prior to its effectiveness. If a business combination is not completed within the agreed upon time frame, the SPAC will liquidate and return the public investors' investment to them. If there are funds remaining after liquidation, the sponsor entities may receive some portion of their investment back, but it is likely they will suffer a total loss of their investment. If the business combination is completed, the sponsor entities' private placement in the SPAC entitles them to a combination of unrestricted common stock, restricted common stock, and (in some cases) warrants of the post-business combination SPAC (which is a publicly traded company). The following summarizes the Company's accounting policies related to its investments in these entities: • The sponsor entities are LLCs that give all important decision making rights to their respective managing member. Furthermore, the other members of the LLC cannot replace the managing member. Accordingly, the Company has concluded that the sponsor entities are VIEs and the managing member has the power to direct its most important economic activities. In all cases where the Company was the managing member of a sponsor entity, it also had a significant economic interest in such sponsor entity and therefore consolidated such sponsor entity. • In all cases where the Company consolidated a sponsor entity, it has determined that the sponsor entity's private placement investment in the SPAC that it sponsored should be treated as an equity method investment during the SPAC's pre-business combination period. Furthermore, due to the difficulty of determining the fair value of such an investment in the SPAC's pre-business combination period, the Company has chosen not to elect the fair value option. • If a SPAC completed its business combination, the sponsor entity's investment in the SPAC was converted to a combination of unrestricted and restricted shares in the post-business combination SPAC. At this point (assuming the Company consolidated the sponsor entity), the Company accounted for the shares received at fair value. The Company reclassified any remaining equity method investment to other investments, at fair value and recorded principal transactions income for the difference. The Company recorded non-controlling interest expense for the SPAC shares that were distributable to the non-controlling interest holders of the sponsor entity. 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. 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. See the equity-based compensation section above. The Company will continue to mark the sponsor entity's investment in the SPAC to market and record principal transactions income or loss and offsetting non-controlling interest income or expense until the sponsor entity itself distributes all of the SPAC shares it owns to its members and liquidates. At that point, the Company holds the SPAC shares directly (rather than through a consolidated subsidiary) and records principal transaction income and loss until the SPAC shares are liquidated. • The Company also invested in sponsor entities that it does not consolidate because it was not the managing member of such sponsor entity or otherwise did not have the power to direct the sponsor entity's most important activities. In these cases, 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 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. The Company recognized its share of this gain as income from equity method affiliates. The sponsor entity continued to mark its investment in the SPAC to market after the business combination and the Company recognized its share of the change in fair value as income or loss from equity method affiliates. Once the sponsor entity distributed the Company's share of the SPAC shares it owned, the Company reclassified its investment from investment in equity method affiliate to other investments, at fair value as the Company held the SPAC shares directly (rather than through an equity method investee). The Company then recorded principal transactions income and loss until the SPAC shares are liquidated. • If a SPAC liquidated and the Company had an investment in it (either directly in the case of consolidated sponsor entities or indirectly in the case of equity method sponsor entities), the Company wrote off its remaining equity method balance and recorded a loss on its equity method investment. In the case of consolidated sponsor entities, the Company recorded an offsetting entry to non-controlling interest.  F- 18 Table of Contents Y. Recent Accounting Developments In November 2024, the FASB issued ASU 2024 - 03, Income Statement — Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses. The ASU requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statements. The ASU is effective for all entities for annual reporting periods beginning after December 15, 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. In November 2024, the FASB issued ASU 2024 - 04, Debt — Debt with Conversion and Other Options (Subtopic 470 - 20 ): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. 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. F- 19 Table of Contents 4. OTHER RECENT EVENTS 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. 2025 Revenues Principal transactions and other income $ 32,240 Total revenue 32,240 Operating expenses Compensation and benefits 15,671 Total operating expenses 15,671 Operating income / (loss) 16,569 Non-operating income / (expense) Income / (loss) from equity method affiliates ( 2,675 ) Income / (loss) before income taxes 13,894 Income tax expense / (benefit) - Net income / (loss) 13,894 Less: Net income (loss) attributable to the non-convertible non-controlling interest 5,854 Enterprise net income (loss) 8,040 Less: Net income (loss) attributable to the convertible non-controlling interest - Net income / (loss) attributable to Cohen & Company Inc. $ 8,040 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. See note 31. 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. F- 20 Table of Contents 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. 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. F- 21 Table of Contents 5 . INVESTMENT BANKING AND NEW ISSUE AND NET TRADING  INVESTMENT BANKING AND NEW ISSUE (Dollars in Thousands) Year Ended December 31, 2025 Cash Non Cash Total 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 Total $ 141,169 $ 232,398 $ 373,567 Gains / (losses) on CCM financial instruments received as non-cash consideration ( 185,959 ) Investment banking and new issue $ 187,608 Year Ended December 31, 2024 Cash Non Cash Net 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 Total $ 39,084 $ 24,338 $ 63,422 Gains / (losses) on CCM financial instruments received as non-cash consideration ( 22,644 ) Investment banking and new issue $ 40,778 Year Ended December 31, 2023 Cash Non Cash Net CCM - Underwriting $ - $ - $ - CCM - Advisory and other new issue 7,925 18,248 26,173 Other - Origination 2,091 - 2,091 Total $ 10,016 $ 18,248 $ 28,264 Gains / (losses) on CCM financial instruments received as non-cash consideration ( 4,312 ) Investment banking and new issue $ 23,952 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.  NET TRADING (Dollars in Thousands) Year Ended December 31, 2025 2024 2023 Net realized gains / (losses)- trading inventory $ 26,023 $ 19,163 $ 18,962 Net unrealized gains / (losses)-trading inventory 2,341 1,742 ( 2,087 ) Gains and losses 28,364 20,905 16,875 Interest income-trading inventory 3,845 4,375 4,250 Interest income-reverse repos 34,893 37,958 28,238 Interest income 38,738 42,333 32,488 Interest expense-repos ( 32,766 ) ( 34,496 ) ( 25,072 ) Interest expense-margin payable ( 2,449 ) ( 3,852 ) ( 6,267 ) Interest expense ( 35,215 ) ( 38,348 ) ( 31,339 ) Other trading revenue 15,460 11,519 12,902 Net trading $ 47,347 $ 36,409 $ 30,926 Trading inventory includes investments classified as investments-trading as well as trading securities sold, not yet purchased. For discussion of margin payable, see note 6. Other trading revenue is primarily comprised of revenue earned on the Company's agency repo business. See note 11. F- 22 Table of Contents 6. RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES  Amounts receivable from brokers, dealers, and clearing agencies consisted of the following.    RECEIVABLES FROM BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) December 31, 2025 December 31, 2024 Deposits with clearing agencies $ 250 $ 250 Unsettled regular way trades, net 3,281 2,263 Receivable from clearing organizations 42,663 43,137 Receivables from brokers, dealers, and clearing agencies $ 46,194 $ 45,650 Amounts payable to brokers, dealers, and clearing agencies consisted of the following.    PAYABLES TO BROKERS, DEALERS, AND CLEARING AGENCIES (Dollars in Thousands) December 31, 2025 December 31, 2024 Margin payable $ 4 $ 66,655 Payables to brokers, dealers, and clearing agencies $ 4 $ 66,655 Deposits with clearing agencies represent contractual amounts the Company is required to deposit with its clearing agents.  Securities transactions that settle in the regular way are recorded on the trade date, as if they had settled. 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 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. All of the Company's securities included in investments-trading and a portion of the Company's securities included in other investments, at fair value serve as collateral for this margin loan. See note 8. F- 23 Table of Contents 7. OTHER RECEIVABLES  Other receivables consisted of the following.    OTHER RECEIVABLES (Dollars in Thousands) December 31, 2025 December 31, 2024 Investment banking and new issue $ 3,625 $ 3,408 Allowance for credit losses ( 1,000 ) ( 2,250 ) Investment banking and new issue, net 2,625 1,158 Asset management fees receivable 3,619 2,183 Accrued interest receivable 977 1,595 Agency repo income receivable 853 522 Miscellaneous other receivables 822 1,068 Other receivables $ 8,896 $ 6,526 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 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 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. Asset management fees receivable are of a routine and short-term nature. These amounts are generally accrued monthly and paid on a monthly or quarterly basis. Accrued interest receivable represents interest and dividends accrued on the Company’s investment securities included as a component of investments-trading or other investments, at fair value. Interest payable on securities sold, not yet purchased is included as a component of accounts payable and other liabilities. See note 17. Agency repo income receivable represents income receivable on gestation repo trades. See note 11. Miscellaneous other receivables are receivables that are of a short-term nature.  F- 24 Table of Contents 8. FINANCIAL INSTRUMENTS  Investments—Trading  Investments-trading consisted of the following.  INVESTMENTS - TRADING (Dollars in Thousands) December 31, 2025 December 31, 2024 Corporate bonds and redeemable preferred stock $ 18,449 $ 27,043 Derivatives 4,651 4,836 Equity securities 10,424 965 Foreign government bond - 88 Municipal bonds 3,813 19,914 RMBS 3 5 SBA loans 43,090 28,328 U.S. government agency MBS and CMOs 42,471 45,911 U.S. government agency debt securities 17,675 21,242 Investments-trading $ 140,576 $ 148,332 Substantially all of the Company's investments-trading other than SBA loans serve as collateral for the Company's margin loan payable. See note 6. The SBA loans serve as collateral for the Company's repurchase obligations. See note 11. Trading Securities Sold, Not Yet Purchased  Trading securities sold, not yet purchased consisted of the following.   TRADING SECURITIES SOLD, NOT YET PURCHASED (Dollars in Thousands) December 31, 2025 December 31, 2024 Corporate bonds and redeemable preferred stock $ 8,107 $ 7,342 Derivatives 4,245 4,050 Equity securities 463 83 U.S. government agency debt securities - 40 U.S. Treasury securities 23,802 24,917 Trading securities sold, not yet purchased $ 36,617 $ 36,432 The Company manages its exposure to changes in interest rates for the interest rate sensitive securities it holds by entering into offsetting short positions for similar fixed rate securities. See note 5 for realized and unrealized gains recognized on investments-trading and trading securities sold, not yet purchased. F- 25 Table of Contents Other Investments, at Fair Value  Other investments, at fair value consisted of the following.  OTHER INVESTMENTS, AT FAIR VALUE (Dollars in Thousands) December 31, 2025 December 31, 2024 Equity securities $ 21,457 $ 11,072 Placement units and warrants 19,997 1,587 Corporate bonds 535 531 Notes receivable 2,783 11,250 Interests in SPVs - 1,565 CK Capital Value Fund 1,171 - CREO JV 8,940 6,432 U.S. Insurance JV 2,375 2,825 Other investments, at fair value $ 57,258 $ 35,262 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. These receivables are carried at fair value. Interests in SPVs represents interests the Company has received in SPVs as consideration for services provided by CCM, rather than cash. The SPVs hold convertible notes receivable interests in the counterparties. The Company does not consolidate the SPVs and carries its interests in the SPVs at fair value. See note 9 for discussion of the determination of fair value. A total of $ 2,439 and $ 1,721 of the amounts shown in other investments, at fair value above serve as collateral for the Company's margin loan payable for the years ended December 31, 2025 and 2024 , respectively. See note 6. Other Investments Sold, Not Yet Purchased OTHER INVESTMENTS SOLD, NOT YET PURCHASED (Dollars in Thousands) December 31, 2025 December 31, 2024 Equity securities $ - $ 1,181 Equity derivatives - 470 Other investments sold, not yet purchased $ - $ 1,651 F- 26 Table of Contents 9. FAIR VALUE DISCLOSURES  Fair Value Option  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, 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:  • securities that would otherwise qualify for available for sale treatment; and • 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.  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. The Company recognized net gains (losses) of $ 1,118 , $ 29,658 , and $ 107,816 related to changes in fair value of investments that are included as a component of other investments, sold not yet purchased during the years ended December 31, 2025 , 2024 , and 2023 , respectively.  Fair Value Measurements  In accordance with ASC 820, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three -level valuation hierarchy. The valuation hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the valuation hierarchy under ASC 820 are described below.  Level 1 Financial assets and liabilities with values that are based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.  Level 2 Financial assets and liabilities with values that are based on one or more of the following:  1. Quoted prices for similar assets or liabilities in active markets; 2. Quoted prices for identical or similar assets or liabilities in non-active markets;  3. Pricing models with inputs that are derived, other than quoted prices, and are observable for substantially the full term of the asset or liability; or 4. Pricing models with inputs that are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.  Level 3 Financial assets and liabilities with values that are based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.  In certain cases, the inputs used to measure fair value may fall into different levels of the valuation hierarchy. In such cases, the level in the valuation hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.  Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the level 3 category that may be presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.  F- 27 Table of Contents The following tables present information about the Company’s assets and liabilities measured at fair value as of December 31, 2025 and 2024 , and indicate the valuation hierarchy of the valuation techniques utilized by the Company to determine such fair value.  FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 2025 (Dollars in Thousands) Significant Significant Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs Assets Fair Value (Level 1) (Level 2) (Level 3) Investments-trading: Corporate bonds and redeemable preferred stock $ 18,449 $ - $ 18,449 $ - Derivatives 4,651 - 4,651 - Equity securities 10,424 10,369 55 - Municipal bonds 3,813 - 3,813 - RMBS 3 - 3 - SBA loans 43,090 - 43,090 - U.S. government agency MBS and CMOs 42,471 - 42,471 - U.S. government agency debt securities 17,675 - 17,675 - Total investments - trading $ 140,576 $ 10,369 $ 130,207 $ - Other investments, at fair value: Equity securities $ 21,457 19,831 $ 1,626 $ - Placement units and warrants 19,997 - 19,997 - Corporate bonds and redeemable preferred stock 535 - 535 - Notes receivable 2,783 - 2,783 - 44,772 $ 19,831 $ 24,941 $ - Investments measured at NAV (1) 12,486 Total other investments, at fair value $ 57,258 Liabilities Trading securities sold, not yet purchased: Corporate bonds and redeemable preferred stock $ 8,107 $ - $ 8,107 $ - Derivatives 4,245 - 4,245 - Equity securities 463 463 - - U.S. Treasury securities 23,802 23,802 - - Total trading securities sold, not yet purchased $ 36,617 $ 24,265 $ 12,352 $ - ( 1 ) 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, CREO JV, and CK Capital Value Fund. The U.S. Insurance JV invests in U.S. Dollar ("USD") denominated debt issued by small insurance and reinsurance companies. 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.  F- 28 Table of Contents  FAIR VALUE MEASUREMENTS ON A RECURRING BASIS As of December 31, 2024 (Dollars in Thousands) Significant Significant Quoted Prices in Other Observable Unobservable Active Markets Inputs Inputs Assets Fair Value (Level 1) (Level 2) (Level 3) Investments-trading: Corporate bonds and redeemable preferred stock $ 27,043 $ - $ 27,043 $ - Derivatives 4,836 - 4,836 - Equity securities 965 352 613 - Foreign government bond 88 - 88 - Municipal bonds 19,914 - 19,914 - RMBS 5 - 5 - SBA loans 28,328 - 28,328 - U.S. government agency MBS and CMOs 45,911 - 45,911 - U.S. government agency debt securities 21,242 - 21,242 - Total investments - trading $ 148,332 $ 352 $ 147,980 $ - Other investments, at fair value: Equity securities $ 11,072 $ 8,231 $ 2,841 $ - Placement units and warrants 1,587 - 1,587 Corporate bonds and redeemable preferred stock 531 - 531 - Notes receivable 11,250 11,250 Interests in SPVs 1,565 1,565 26,005 $ 8,231 $ 17,774 $ - Investments measured at NAV (1) 9,257 Total other investments, at fair value $ 35,262 Liabilities Trading securities sold, not yet purchased: Corporate bonds and redeemable preferred stock $ 7,342 $ - $ 7,342 $ - Derivatives 4,050 - 4,050 - Equity securities 83 83 - - U.S. government agency debt securities 40 - 40 - U.S. Treasury securities 24,917 24,917 - - Total trading securities sold, not yet purchased $ 36,432 $ 25,000 $ 11,432 $ - Other investments, sold not yet purchased: Equity securities $ 1,181 $ 1,181 $ - $ - Share forward liabilities 470 - 470 - Total other investments, sold not yet purchased $ 1,651 $ 1,181 $ 470 $ - ( 1 ) 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 CREO JV. The U.S. Insurance JV invests in USD denominated debt issued by small insurance and reinsurance companies. The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. According to ASC 820, these investments are not categorized within the valuation hierarchy.  F- 29 Table of Contents The following provides a brief description of the types of financial instruments the Company holds, the methodology for estimating fair value, and the level within the valuation hierarchy of the estimate. The discussion that follows applies regardless of whether the instrument is included in investments-trading; other investments sold, not yet purchased; other investments, at fair value; or trading securities sold, not yet purchased.   Corporate Bonds and Redeemable Preferred Stock : The Company uses recently executed transactions or third -party quotations from independent pricing services to arrive at the fair value of its investments in corporate bonds and redeemable preferred stock. These valuations are based on a market approach. The Company generally classifies the fair value of these bonds within level 2 of the valuation hierarchy. In instances where the fair values of securities are based on quoted prices in active markets (for example with redeemable preferred stock), the Company classifies the fair value of these securities within level 1 of the valuation hierarchy. Equity Securities : 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 that are measured at NAV. In those cases, the Company utilizes the measurement alternative of ASC 321 - 10 - 35 - 2. This alternative allows the Company to carry the investment at cost minus impairment. If the Company observes a market transaction for an identical or similar instrument, it will adjust the carrying value of the equity security. These securities are included as a component of other investments, at fair value. When measured at fair value using an orderly observable market transaction, it will generally be classified as level 1 in the valuation hierarchy. Otherwise, it will be classified as level 2 of the valuation hierarchy. Notes Receivable : 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 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. Foreign Government Bond : The fair value of foreign government bond is estimated using valuations provided by third -party pricing services and classifies the fair value within level 2 of the valuation hierarchy. Interests in SPVs : The Company values these instruments using a model. The model first determines the fair value of the financial instruments in the SPV and then determines what portion of that fair value is allocable to the Company’s interest in the SPV. If appropriate, the Company determines the fair value of the financial instruments held by the SPV using a model, which may include a Monte Carlo simulation. The main inputs are the counterparty’s share price, volatility, risk-free rate of return, and risk-based cash flow discount rates. The inputs to this model are observable so the Company classifies these securities within level 2 of the hierarchy.  Municipal Bonds : Municipal bonds, which include obligations of U.S. states, municipalities, and political subdivisions, primarily include bonds or notes issued by U.S. municipalities. The Company generally values these securities using third -party quotations such as market price quotations from third -party pricing services. The Company generally classifies the fair value of these bonds within level 2 of the valuation hierarchy. The valuations are based on a market approach. In instances where the Company is unable to obtain reliable market price quotations from third -party pricing services, the Company will use its own internal valuation models. 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. F- 30 Table of Contents 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. RMBS : 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. These valuations are based on a market approach. The Company generally classifies the fair value of these securities based on third -party quotations within level 2 of the valuation hierarchy. SBA Loans : The Company generally values these securities using third party quotations such as unadjusted broker-dealer quoted prices, internal valuation models using observable inputs, or market price quotations from third party pricing services. The Company generally classifies these investments within level 2 of the valuation hierarchy. U.S. Government Agency MBS and CMOs : These are securities that are generally traded over the counter. 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. These valuations are based on a market approach. The Company classifies the fair value of these securities within level 2 of the valuation hierarchy.  U.S. Government Agency Debt Securities : Callable and non-callable U.S. government agency debt securities are measured primarily based on quoted market prices obtained from third -party pricing services. Non-callable U.S. government agency debt securities are generally classified within level 1 and callable U.S. government agency debt securities are classified within level 2 of the valuation hierarchy. U.S. Treasury Securities : U.S. Treasury securities include U.S. Treasury bonds and notes, and the fair values of the U.S. Treasury securities are based on quoted prices or market activity in active markets. Valuation adjustments are not applied. The Company classifies the fair value of these securities within level 1 of the valuation hierarchy. Derivatives : TBAs and Other Forward Agency MBS Contracts 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. TBAs and other forward agency MBS contracts are generally classified within level 2 of the valuation hierarchy. If there is limited transaction activity or less transparency to observe market-based inputs to valuation models, TBAs and other forward agency MBS contracts are classified within level 3 of the valuation hierarchy. U.S. government agency MBS and CMOs include TBAs and other forward agency MBS contracts. Unrealized gains on TBAs and other forward agency MBS contracts are included in investments trading on the Company’s consolidated balance sheets and unrealized losses on TBAs and other forward agency MBS contracts are included in trading securities sold, not yet purchased on the Company’s consolidated balance sheets. See note 10.  Other Extended Settlement Trades  When the Company buys or sells a financial instrument that will not be settled in the regular time period, the Company will account for that purchase or sale on the settlement date rather than the trade date. In those cases, the Company accounts for the transaction between trade date and settlement date as a derivative (as either a purchase commitment or sale commitment). 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. The Company will determine the fair value of the financial instrument using the methodologies described above. Equity Derivatives The Company may enter into equity derivatives, which include listed options as well as other derivative transactions with an underlying equity instrument. Listed options are traded on a recognized liquid exchange and the Company classifies the fair value of these securities within level 1 of the valuation hierarchy. Other equity derivatives (where the underlying equity instrument is publicly traded but the derivative itself is not ) are classified within level 2 of the valuation hierarchy. See note 10. Foreign Currency Forward Contracts Foreign currency forward contracts are exchange-traded derivatives, which transact on an exchange that is deemed to be active. The fair value of the foreign currency forward contracts is based on current quoted market prices. Valuation adjustments are not applied. These are classified within level 1 of the valuation hierarchy. See note 10. Share Forward Liabilities Share forward liabilities are included as a component of other investments sold, not yet purchased in the Company's balance sheets. The Company utilizes a model to value these instruments with observable inputs and considers these derivatives as level 2 within the fair value hierarchy. See note 10. F- 31 Table of Contents Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent)  The following table presents additional information about investments in certain entities that calculate NAV per share (regardless of whether the “practical expedient” provisions of ASC 820 have been applied), which are measured at fair value on a recurring basis as of December 31, 2025 and 2024 . FAIR VALUE MEASUREMENTS OF INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT) (Dollars in Thousands) December 31, 2025 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value CK Capital Value Fund (a) $ 1,171 N/A N/A N/A CREO JV (b) 8,940 $ 7,268 N/A N/A U.S. Insurance JV (c) 2,375 N/A N/A N/A $ 12,486 December 31, 2024 Unfunded Commitments Redemption Frequency Redemption Notice Period Other investments, at fair value CREO JV (b) $ 6,432 $ 10,118 N/A N/A U.S. Insurance JV (c) 2,825 N/A N/A N/A $ 9,257 N/A – Not applicable.  (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. (c) The U.S. Insurance JV invests in USD denominated debt issued by small and medium sized insurance and reinsurance companies. F- 32 Table of Contents 10. DERIVATIVE FINANCIAL INSTRUMENTS  The Company may, from time to time, enter into the following derivative instruments. Equity Derivatives A significant portion of the Company’s equity holdings are carried at fair value. From time to time, the Company hedges a portion of this exposure by entering into equity derivatives such as puts and short call options. These derivative positions are held at fair value as a component of other investments, at fair value and other investments sold, not yet purchased in the Company’s consolidated balance sheets. As of December 31, 2025 and December 31, 2024 , the Company had no options. 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 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. All equity derivatives are carried at fair value as a component of other investments, at fair value or other investments sold, not yet purchased in the Company’s consolidated balance sheets. As of December 31, 2025 and December 31, 2024 , the Company had equity derivatives included in other investments at fair value of $ 73 and $ 73 , respectively. The Company may hedge a portion of the exposure from these equity investments by entering into short trades. These short trades are not treated as derivatives and are carried as a component of other investments sold, not yet purchased in the Company's consolidated balance sheets. See note 8. TBAs and Other Forward Agency MBS Contracts  The Company enters into TBAs and other forward agency MBS transactions for three main reasons.  (i) The Company trades U.S. government agency obligations. In connection with these activities, the Company may be required to maintain inventory in order to facilitate customer transactions. In order to mitigate exposure to market risk, the Company may enter into the purchase and sale of TBAs and other forward agency MBS contracts. (ii) The Company also enters into TBAs and other forward agency MBS contracts in order to assist clients (generally small to mid-size mortgage loan originators) in hedging the interest rate risk associated with the mortgages owned by these clients. (iii) Finally, the Company may enter into TBAs and other forward agency MBS contracts on a speculative basis.  The Company carries the TBAs and other forward agency MBS contracts at fair value and includes them as a component of investments-trading or trading securities sold, not yet purchased in the Company’s consolidated balance sheets. At December 31, 2025 , the Company had open TBA and other forward MBS purchase agreements in the notional amount of $ 1,179,500 and open TBA and other forward MBS sale agreements in the notional amount of $ 1,197,975 . At December 31, 2024 , the Company had open TBA and other forward agency MBS purchase agreements in the notional amount of $ 852,450 and open TBA and other forward agency MBS sale agreements in the notional amount of $ 883,900 .  Other Extended Settlement Trades  When the Company buys or sells a financial instrument that will not settle in the regular time period, the Company will account for that purchase and sale on the settlement date rather than the trade date. In those cases, the Company accounts for the transaction between trade date and settlement date as either a forward purchase commitment or a forward sale commitment, both considered derivatives. 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, 2025 and 2024, the Company had no open forward purchase sale commitments. Foreign Currency Forward Contracts  The Company invests in foreign currency denominated investments that expose it to fluctuations in foreign currency rates, and, therefore, the Company may, from time to time, hedge such exposure by using foreign currency forward contracts. The Company carries the foreign currency forward contracts at fair value and includes them as a component of other investments, at fair value in the Company’s consolidated balance sheets. As of December 31, 2025 and 2024 , the Company had no outstanding foreign currency forward contracts. The following table presents the Company’s derivative financial instruments and the amount and location of the fair value (unrealized gain / (loss)) presented in the consolidated balance sheets as of December 31, 2025 and 2024 .    DERIVATIVE FINANCIAL INSTRUMENTS-BALANCE SHEET INFORMATION (Dollars in Thousands) Derivative Financial Instruments Not Designated as Hedging Instruments Under ASC 815 Balance Sheet Classification December 31, 2025 December 31, 2024 TBAs and other forward agency MBS Investments-trading $ 4,651 $ 4,836 TBAs and other forward agency MBS Trading securities sold, not yet purchased ( 4,245 ) ( 4,050 ) Equity derivatives Other investments, at fair value 19,997 1,587 Share forward liabilities Other investments sold, not yet purchased, at fair value - ( 470 ) $ 20,403 $ 1,903 F- 33 Table of Contents 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.   DERIVATIVE FINANCIAL INSTRUMENTS-STATEMENT OF OPERATIONS INFORMATION (Dollars in Thousands) For the Year Ended December 31, Derivative Financial Instruments Not Designated as Hedging Instruments Under ASC 815 Income Statement Classification 2025 2024 2023 TBAs and other forward agency MBS Revenues-net trading $ 3,039 $ 5,230 $ 3,933 Equity derivatives Principal transactions and other income (loss) 2,586 ( 11 ) 603 Share forward liabilities Principal transactions and other income (loss) - 22,871 108,084 $ 5,625 $ 28,090 $ 112,620 The share forward liabilities offset certain long positions included as a component of other investments, at fair value. The offsetting long positions had income / (loss) of $ 0 , ( $ 20,919 ), and ( $ 83,707 ) for the twelve months ended December 31, 2025 , 2024, and 2023, respectively. 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. These interests can take the form of unrestricted common shares, restricted common shares, equity derivatives, or notes receivable. Upon acquiring these interests, the Company enters into an SFA derivative arrangement with the SFA Counterparty. In cases where the Company acquires its interests in the SFA Counterparty through open market purchases, the SFA generally requires an up-front payment to the Company from the SFA Counterparty. The amount of this payment equals the cost paid by the Company paid for those interests, less a shortfall amount in certain cases. To fund the shortfall portion of the initial investment, the Company will utilize available cash on hand or available financing. The SFA stipulates that the Company must make a payment to the SFA Counterparty on a certain maturity date. Depending on the terms of the SFA, this payment may be made in cash, by returning the acquired interests, or through a combination of both. In some cases, the SFA requires the payment to be made exclusively in cash. Importantly, the SFA does not obligate the Company to hold the interests that it acquired in the SFA Counterparty. Following the execution of the SFA, the Company is free to sell the interests in the SFA Counterparty (assuming the interests themselves are not restricted from transfer). Additionally, SFAs generally include a feature whereby if the Company holds the interests in the SFA Counterparty that it acquired until maturity or another agreed-upon date, the Company becomes eligible to receive an additional payment from the SFA Counterparty, either in cash or in additional interests in the SFA Counterparty. Such a payment is known as the “Maturity Consideration.” Furthermore, SFAs usually include a provision allowing the Company to terminate the SFA, either in whole or in part, before its maturity by making an agreed-upon payment based on an amount defined in the SFA (the “Reset Price”). The Reset Price may either remain fixed throughout the term of the SFA, or fluctuate based on certain calculations within the SFA. SFAs also impose various obligations on the SFA Counterparty, that may include registering a predetermined number of the interests in the SFA Counterparty (subject to the SFA) with the SEC, maintaining a listing of the SFA Counterparty securities on a national exchange, and/or that the closing price of the SFA Counterparty’s shares on the public exchange does not fall below a predetermined price for a specific period of time. If any of these SFA Counterparty obligations are breached or not satisfied, the Company may have the right to terminate the SFA early and accelerate the payment of the Maturity Consideration upon termination. The SFAs provide the right of set off in the case of Maturity Consideration, thereby allowing the Company to keep the interests it holds in the SFA Counterparty and offset the Maturity Consideration it is owed following termination of the applicable SFA. The Company accounts for SFA transactions as follows. ● The interests in public companies that it owns are carried at fair value. Refer to note 9 for further details on determining the fair value of unrestricted common shares, restricted common shares, equity derivatives, or note receivable. ● The derivative obligation arising from the SFA is also carried at fair value. Fair value represents the amount the Company would need to pay to settle the SFA obligation at any reporting period date. If the SFA allows the Company multiple methods of settling the obligation, the Company will choose the most advantageous one to value the derivative obligation. In performing this calculation, only settlement methods contractually available to the Company at the reporting date will be considered (i.e., ones available at some future date will not be considered). For instance, if the Company may terminate the SFA early by either returning common shares or making a cash payment based on the Reset Price, the liability will be valued at the lower of: (i) the fair value of the common shares and (ii) the cash amount based on the Reset Price. ● The Company does not recognize any Maturity Consideration as revenue until it is earned under the contract, either by meeting the hold period requirement or due to a breach of obligation by the SFA Counterparty that enables the Company to terminate the SFA early. ● In cases where the Company earns Maturity Consideration and the amount it is owed exceeds the fair value of the interest it owns that is available to offset, the Company will consider the probability of payment of the remaining Maturity Consideration based on the credit quality of the SFA Counterparty and general market conditions. If the Company determines that the collection of the remaining Maturity Consideration owed is not probable, the Company will not record the unpaid portion. F- 34 Table of Contents The following table shows the carrying value of the assets and liabilities of SFA transactions as of the reporting period dates. SHARE FORWARD ARRANGEMENTS (Dollars in Thousands) December 31, 2025 December 31, 2024 Equity securities $ - $ 470 Net fair value of share forward arrangements $ - $ 470 The Company entered into SFAs primarily through its consolidated subsidiary, Vellar GP. 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. F- 35 Table of Contents 11. COLLATERALIZED SECURITIES TRANSACTIONS  Gestation Repo  Gestation repo involves entering into repo and reverse repo transactions where the underlying collateral security represents a pool of newly issued mortgage loans. The borrowers (the reverse repo counterparties) are generally mortgage originators. The lenders (the repo counterparties) are a diverse group of the counterparties comprised of banks, insurance companies, and other financial institutions. The Company self-clears its gestation repo transactions. Gestation trades can be structured in two ways: On Balance Sheet : The Company executes a reverse repo with the borrower and a matching repo (with the same collateral and maturity date) with the lender. In this case, the Company is a principal to each trade and is borrowing from one counterparty and lending to another and earning net interest margin. These transactions are referred to by the Company as on balance sheet gestation repo trades. Agency Repo : Similar to the on balance sheet repo, the Company first executes a reverse repo with the borrower and a matching repo (with the same collateral and maturity date) with the lender. However, in this case, all three parties (the borrower, the lender, and the Company) simultaneously enter into an assignment agreement. The effect of this assignment is to remove the Company as principal to the reverse repo and repo and have the lender and borrower directly face each other in a repo trade. The Company receives a fee for its role in arranging the financing. These transactions are referred to by the Company as agency gestation repo trades. Other Repo Transactions  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. These repo and reverse repo agreements are generally cleared on a bilateral or triparty basis; no clearing broker is involved. Concentration  In the gestation repo business, the demand for borrowed funds is generated by the reverse repo counterparty and the supply of funds is provided by the repo counterparty.  The gestation repo business has been, and continues to be, concentrated as to reverse repo counterparties. The Company conducts this business with a limited number of reverse repo counterparties. As of December 31, 2025 and 2024 , the Company’s gestation reverse repos shown in the tables below represented balances from 2 and 7 counterparties, respectively. The Company also has a limited number of repo counterparties in the gestation repo business. However, this is primarily a function of the limited number of reverse repo counterparties with whom the Company conducts this business rather than a reflection of a limited supply of funds. Therefore, the Company considers the gestation repo business to be concentrated on the demand side. F- 36 Table of Contents Repo Information  As of December 31, 2025 and 2024 , the Company held reverse repos of $ 357,408 and $ 668,259 , respectively, and the fair value of securities and cash received as collateral under reverse repos was $ 360,586 and $ 673,684 , respectively.  As of December 31, 2025 and 2024 , the Company had repos of $ 400,391 and $ 695,966 , respectively, and the fair value of securities pledged as collateral under repos was $ 407,075 and $ 700,202 , respectively. These amounts include collateral for reverse repos that were re-pledged as collateral for repos. The total net revenue earned by the Company on its gestation repo business (net interest and fee revenue) was $ 19,213 , $ 15,151 , and $ 16,068 , for the years ended December 31, 2025 , 2024 , and 2023 , respectively. ASC 210 provides the option to present reverse repo and repo on a net basis if certain netting conditions are met. The Company presents all repo and reverse repo transactions as well as counterparty cash collateral (see note 17 ) on a gross basis even if the underlying netting conditions are met. The amounts in the table below are presented on a gross basis.  The following tables summarize the remaining contractual maturity of the gross obligations under repos accounted for as secured borrowings segregated by the underlying collateral pledged as of each date shown. All amounts as well as counterparty cash collateral (see notes 7 and 17 ) are subject to master netting arrangements.    SECURED BORROWINGS (Dollars in Thousands) December 31, 2025 Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total MBS (gestation repo) $ - $ 357,322 $ - $ - $ 357,322 SBA loans 43,069 - - - 43,069 $ 43,069 $ 357,322 $ - $ - $ 400,391 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total MBS (gestation repo) $ - $ 357,408 $ - $ - $ 357,408 The weighted average interest rate of the repurchase agreements outstanding as of December 31, 2025 was 4.47 %. The weighted average interest rate of the reverse repurchase agreements outstanding as of December 31, 2025 was 4.98 %.     SECURED BORROWINGS (Dollars in Thousands) December 31, 2024 Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total MBS (gestation repo) $ - $ 667,548 $ - $ - $ 667,548 SBA loans 28,418 - - - 28,418 $ 28,418 $ 667,548 $ - $ - $ 695,966 Reverse Repurchase Agreements Remaining Contractual Maturity of the Agreements Collateral Type: Overnight and Continuous Up to 30 days 30 - 90 days Greater than 90 days Total MBS (gestation repo) $ - $ 668,259 $ - $ - $ 668,259 The weighted average interest rate of the repurchase agreements outstanding as of December 31, 2024 was 5.18 %. The weighted average interest rate of the reverse repurchase agreements outstanding as of December 31, 2024 was 5.81 %. F- 37 Table of Contents 12. INVESTMENTS IN EQUITY METHOD AFFILIATES  Equity method accounting requires that the Company record its investments in equity method affiliates on the consolidated balance sheets and recognize its share of the equity method affiliates’ net income as earnings in each reporting period. The Company elected to use the cumulative earnings approach for the distributions it receives from its equity method investments. Under the cumulative earnings approach, any distributions received up to the amount of cumulative earnings are treated as return on investment and classified in operating activities within the cash flows. Any excess distributions would be considered as return of investments and classified in investing activities. The Company has certain equity method affiliates for which it has elected the fair value option. Those investees are excluded from the table below. Those investees are included as a component of other investments, at fair value in the consolidated balance sheets. All gains and losses (unrealized and realized) from investments 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 statement of operations.  The following table summarizes the activities and earnings of the Company’s investments that are accounted for under the equity method. See note 4 and note 31. INVESTMENTS IN EQUITY METHOD AFFILIATES (Dollars in Thousands) Dutch Real Estate Entities Columbus Circle SPAC SPAC Sponsor Entities and Other Total December 31, 2022 $ 5,530 $ - $ 3,399 $ 8,929 Investments / advances - - 1,896 1,896 Distributions / repayments - - ( 2,091 ) ( 2,091 ) Reclasses to (from) - - ( 10,102 ) ( 10,102 ) Earnings / (loss) realized 334 - 15,275 15,609 December 31, 2023 5,864 - 8,377 14,241 Investments / advances - - 236 236 Distributions / repayments - - ( 1,026 ) ( 1,026 ) Reclasses to (from) - - ( 11,725 ) ( 11,725 ) Earnings / (loss) realized ( 759 ) - 22,463 21,704 December 31, 2024 5,105 - 18,325 23,430 Investments / advances - 3,467 - 3,467 Distributions / repayments - - ( 1,587 ) ( 1,587 ) Reclasses to (from) - - ( 1,886 ) ( 1,886 ) Earnings / (loss) realized 634 ( 3,467 ) ( 13,930 ) ( 16,763 ) December 31, 2025 $ 5,739 $ - $ 922 $ 6,661  Dutch Real Estate Entities includes: (i) Amersfoort Office Investment I Coöperatief U.A. (“AOI”), a company based in the Netherlands that invests in real estate, and (ii) CK Capital Partners B.V. (“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. See note 4. 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. If these SPAC sponsor entities are unsuccessful in completing a business combination and the underlying SPAC liquidates, the Company will likely receive no distributions in kind or in cash related to these investments and the remaining balances will be recorded as a component of loss from equity method investments in the consolidated statement of operations. F- 38 Table of Contents The following tables show certain summary financial data of all the Company's equity method investees. These amounts include all equity method investees whether accounted for under the equity method or at fair value. All information is presented on a combined basis December 31, 2025 December 31, 2024 Total Assets $ 494,662 $ 620,512 Liabilities $ 194,512 $ 317,160 Equity allocable to the controlling interest 300,025 303,227 Noncontrolling interest 125 125 Total Equity 300,150 303,352 Total Liabilities & Equity $ 494,662 $ 620,512 Year Ended December 31, 2025 2024 2023 Net income/(loss) $ ( 13,826 ) $ 19,618 $ 17,858 Net income/(loss) attributable to the investee $ ( 13,841 ) $ 19,603 $ 17,843  F- 39 Table of Contents 13. GOODWILL  Goodwill is comprised of the following.    GOODWILL (Dollars in Thousands) December 31, 2025 December 31, 2024 AFN $ 109 $ 109 Goodwill $ 109 $ 109 The annual impairment testing date for AFN goodwill is October 1. The first testing date following the AFN Merger was October 1, 2010. The Company determined the goodwill was not impaired as of 2025 , 2024 , and 2023 . The Company concluded there was no triggering event for the goodwill related to AFN. F- 40 Table of Contents 14. LEASES As of December 31, 2025 , all of the leases to which the Company was a party were operating leases. The weighted average remaining term of the leases was 8.3 years. The weighted average discount rate for the leases was 6.04 %. Maturities of operating lease liability payments consisted of the following.   FUTURE MATURITY OF LEASE LIABILITIES (Dollars in Thousands) December 31, 2025 2026 $ 2,876 2027 2,916 2028 2,826 2029 2,518 2030 2,100 Thereafter 8,516 Total 21,752 Less imputed interest ( 4,793 ) Lease obligation $ 16,959 During the twelve months ended December 31, 2025 and 2024 , total cash payments of $ 2,194 and $ 1,948 , respectively, were recorded as a reduction in the operating lease obligation. No cash payments were made to acquire right of use assets. F- 41 Table of Contents 15. OTHER ASSETS  Other assets consisted of the following.   OTHER ASSETS (Dollars in Thousands) December 31, 2025 December 31, 2024 Deferred costs $ 297 $ 93 Prepaid expenses 2,116 2,305 Deposits 704 714 Furniture, equipment, and leasehold improvements, net 2,505 1,975 Intangible assets 166 166 Other assets $ 5,788 $ 5,253 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 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. F- 42 Table of Contents 16. FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET  Furniture, equipment, and leasehold improvements, net, which are included as a component of other assets on the consolidated balance sheets, were as follows.    FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET (Dollars in Thousands) Estimated Useful Lives (In Years) December 31, 2025 December 31, 2024 Furniture and equipment 3 to 5 $ 5,269 $ 4,150 Leasehold improvements 5 to 10 894 756 6,163 4,906 Accumulated depreciation ( 3,658 ) ( 2,931 ) Furniture, equipment, and leasehold improvements, net $ 2,505 $ 1,975 For the year ended December 31, 2025 , the Company wrote-off fully depreciated furniture, equipment, and leasehold improvements of $ 0 .  The Company recognized depreciation and amortization expense of $ 724 , $ 556 , and $ 563 for the years ended December 31, 2025 , 2024 , and 2023 , respectively, as a component of depreciation and amortization on the consolidated statements of operations, all of which represented depreciation of furniture, equipment, and leasehold improvements.  F- 43 Table of Contents 17. ACCOUNTS PAYABLE AND OTHER LIABILITIES  Accounts payable and other liabilities consisted of the following.  ACCOUNTS PAYABLE AND OTHER LIABILITIES (Dollars in Thousands) December 31, 2025 December 31, 2024 Accounts payable $ 704 $ 812 Accrued income tax 1,248 284 Accrued interest payable 535 651 Accrued interest on securities sold, not yet purchased 222 225 Payroll taxes payable 4,733 2,056 Cash collateral held from repo and or reverse repo counterparties - 3,930 Accrued dividends and distributions 6,695 - Accrued expense and other liabilities 3,807 2,955 Accounts payable and other liabilities $ 17,944 $ 10,913 Cash collateral from repo and or reverse repo counterparties represents collateral received by the Company, which is owed back to reverse repurchase agreement counterparties. When the Company enters into a reverse repo, the Company obtains collateral in excess of the principal of the reverse repo. The Company accepts collateral in the form of liquid securities or cash. To the extent the Company receives cash collateral, the Company includes it as a component of other liabilities in the table above. See note 11.  F- 44 Table of Contents 18. VARIABLE INTEREST ENTITIES  As a general matter, a reporting entity must consolidate a VIE when it is deemed to be the primary beneficiary. The primary beneficiary is the entity that has both (a) the power to direct the matters that most significantly impact the VIE’s financial performance and (b) a significant variable interest in the VIE. Consolidated VIEs The Company determined it was the primary beneficiary of several VIEs and therefore has consolidated them. The following table provides certain summary information regarding the consolidated VIEs. December 31, 2025 December 31, 2024 Cash and cash equivalents $ 6 $ 59 Other receivables - 19 Receivables from brokers, dealers, and clearing agencies - 2,154 Other investments, at fair value 142 5,680 Investment in equity method affiliates 896 15,881 Accounts payable and other liabilities - ( 4 ) Other investments sold, not yet purchased - ( 1,591 ) Non-controlling interest ( 434 ) ( 11,460 ) Investment in consolidated VIEs $ 610 $ 10,738  The maximum potential loss the Company could incur related to the consolidated VIEs is the investment in the consolidated VIEs shown in the table above. The Company’s Principal Investing Portfolio  Included in other investments, at fair value and investment in equity method affiliates in the consolidated balance sheets are unconsolidated investments in several VIEs. In each case, the Company determined that it was not the primary beneficiary. The maximum potential financial statement loss the Company would incur if the VIEs were to default on all their obligations would be the loss of the carrying value of these investments as well as any future investments the Company were to make. As of December 31, 2025 and 2024 , there were $ 7,268 and $ 10,118 , respectively, of unfunded investment commitments to VIEs in which the Company has invested. Other than its investment in these entities, the Company did not provide financial support to these VIEs during the years ended December 31, 2025 and 2024 , and had no liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at December 31, 2025 and 2024 . See table below.   For each investment management contract entered into by the Company, the Company assesses whether the entity being managed is a VIE and if the Company is the primary beneficiary. Certain of the Investment Vehicles managed by the Company are VIEs. Under the current guidanc e of FASB AS U 2015 - 12, the Company has concluded that its asset management contracts are not variable interests. Currently, the Company has no other interests in entities it manages that are considered variable interests and are considered significant. Therefore, the Company is not the primary beneficiary of any VIEs that it manages.  The Company’s Trading Portfolio  From time to time, the Company may acquire an interest in a VIE through the investments it makes as part of its trading operations, which are included as investments-trading or securities sold, not yet purchased in the consolidated balance sheets. Due to the high volume of trading activity in which the Company engages, the Company does not perform a formal assessment of each individual investment within its trading portfolio to determine if the investee is a VIE and if the Company is a primary beneficiary. Even if the Company were to obtain a variable interest in a VIE through its trading portfolio, the Company would not be deemed to be the primary beneficiary for two main reasons: (a) the Company does not usually obtain the power to direct activities that most significantly impact any investee’s financial performance and (b) a scope exception exists within the consolidation guidance for cases where the reporting entity is a broker-dealer and any control (either as the primary beneficiary of a VIE or through a controlling interest in a voting interest entity) was deemed to be temporary. In the unlikely case that the Company obtained the power to direct activities and obtained a significant variable interest in an investee in its trading portfolio that was a VIE, any such control would be deemed to be temporary due to the rapid turnover of the Company’s trading portfolio.  The following table presents the carrying amounts of the assets in the Company’s consolidated balance sheets related to the Company’s variable interests in identified VIEs with the exception of (i) the two trust VIEs that hold the Company’s junior subordinated notes (see note 20 ) and (ii) any security that represents an interest in a VIE that is included in investments-trading or securities sold, not yet purchased in the Company’s consolidated balance sheets. The table below shows the Company’s maximum exposure to loss associated with these identified nonconsolidated VIEs in which it holds variable interests at December 31, 2025 and 2024 .   CARRYING VALUE OF VARIABLE INTERESTS IN NON-CONSOLIDATED VARIABLE INTEREST ENTITIES (Dollars in Thousands) December 31, 2025 December 31, 2024 Other investments, at fair value $ 12,486 $ 10,822 Investments in equity method affiliates 27 2,466 Maximum Exposure $ 12,513 $ 13,288  F- 45 Table of Contents 19. ACCRUED COMPENSATION  Accrued compensation consisted of the following. ACCRUED COMPENSATION (Dollars in Thousands) December 31, 2025 December 31, 2024 Non-cash incentive compensation payable $ 18,467 $ 769 Executive deferred compensation 7,680 1,500 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. F- 46 Table of Contents 20. DEBT DETAIL OF DEBT (Dollars in Thousands) Description December 31, 2025 December 31, 2024 Interest Rate Terms Interest (2) Maturity Non-convertible debt: 12.00% senior note (the "2024 Note") $ 2,573 $ 5,146 Fixed 12.00% August 2026 12.00% senior note (the "2020 Note") 4,500 4,500 Fixed 12.00% January 2026 Junior subordinated notes (1): Alesco Capital Trust I 28,125 28,125 Variable 8.10% July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 8.10% March 2035 Less unamortized discount ( 22,303 ) ( 22,867 ) 25,822 25,258 Byline Credit Facility - - Variable N/A June 2026 Total $ 32,895 $ 34,904 ( 1 ) The junior subordinated notes listed represent debt the Company owes to the two trusts noted above. The total par amount owed by the Company to the trusts is $49,614. However, the Company owns the common stock of the trusts in a total par amount of $1,489. The Company pays interest (and at maturity, principal) to the trusts on the entire $ 49,614 junior notes outstanding. However, the Company receives back from the trusts the pro rata share of interest and principal on the common stock held by the Company. These trusts are VIEs and the Company does not consolidate them even though the Company holds the common stock. The Company carries the common stock on its balance sheet at a value of $0. The junior subordinated notes are recorded at a discount to par. When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31, 2025 on a combined basis was 19.07 % assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity. ( 2 ) Represents the interest rate in effect as of the last day of the reporting period.  F- 47 Table of Contents 2024 Note 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 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. 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 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. 2020 Note On January 31, 2020, the Operating LLC entered into the Original Purchase Agreement with the JKD Investor and RNCS. The JKD Investor is owned by Jack DiMaio, the vice chairman of the Company’s board of directors, and his spouse. The note purchased by the JKD Investor is herein referred to as the JKD Note. Pursuant to the Original Purchase Agreement, JKD Investor and RNCS each purchased a senior promissory note in the principal amount of $ 2,250 (for an aggregate investment of $ 4,500 ). The senior promissory notes bore interest at a fixed rate of 12 % per annum and matured on January 31, 2022. On February 3, 2020, pursuant to the Original Purchase Agreement, the Operating LLC used the proceeds received from the issuance of the senior promissory notes to the JKD Investor and RNCS to repay in full all amounts outstanding under the senior promissory note, dated September 25, 2019, issued by the Company to Pensco Trust Company, Custodian fbo Edward E. Cohen IRA in the principal amount of $ 4,386 (the “Cohen IRA Note”). The Cohen IRA Note was fully paid and extinguished on February 3, 2020. Subsequent to this repayment, $ 2,400 of the 2019 Senior Notes remained outstanding. On January 31, 2022, the Operating LLC and JKD Investor entered into 2022 Purchase Agreement, pursuant to which, among other things, on such date, (i) JKD Investor paid to the Operating LLC an additional $ 2,250 and (ii) in consideration for such funds, the Operating LLC issued to JKD Investor the Amended and Restated Note in the aggregate principal amount of $ 4,500 , which Amended and Restated Note amended and restated the JKD Note in its entirety. The Company used these proceeds to retire $ 2,250 of existing 2020 Senior Notes held by RNCS. The Amended and Restated Note evidences Operating LLC’s obligation to repay to JKD Investor (i) the original principal amount of $ 2,250 paid by JKD Investor to the Operating LLC under the Original Purchase Agreement, plus (ii) the additional $ 2,250 paid by JKD Investor to the Operating LLC under the 2022 Purchase Agreement. Pursuant to the Amended and Restated Note, which is substantially identical to the JKD Note, the unpaid principal amount and all accrued but unpaid interest thereunder would be due and payable in full on January 31, 2024; 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. 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. See note 4. 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. The remaining balance of the note was repaid at maturity on January 31, 2026. F- 48 Table of Contents Junior Subordinated Notes The Company assumed $ 49,614 aggregate principal amount of junior subordinated notes outstanding at the time of the AFN Merger. The Company recorded the debt at fair value on the acquisition date. Any difference between the fair value of the junior subordinated notes on the AFN Merger date and the principal amount of debt is amortized into earnings over the estimated remaining life of the underlying debt as an adjustment to interest expense. The junior subordinated notes are payable to two special purpose trusts: 1. Alesco Capital Trust I : $ 28,995 in aggregate principal amount issued in June 2007. The notes mature on July 30, 2037 and may be called by the Company at any time. While LIBOR was still being published, the notes accrued interest payable quarterly at a floating interest rate equal to 90 -day LIBOR plus 400 basis points per annum. LIBOR ceased being published effective June 30, 2023. Subsequent to LIBOR no longer being published, the notes accrue interest at the 90 -day standard overnight financing rate plus a tenor spread adjustment of 0.26161 % (“Term SOFR”) plus 400 basis points per annum. All principal is due at maturity. Alesco Capital Trust I simultaneously issued 870 shares of Alesco Capital Trust I’s common securities to the Company for a purchase price of $ 870 , which constitutes all of the issued and outstanding common securities of Alesco Capital Trust I. 2. Sunset Financial Statutory Trust I ( “ Sunset Financial Trust ” ) : $ 20,619 in aggregate principal amount issued in March 2005. The notes mature on March 30, 2035. While LIBOR was still being published, the notes accrued interest payable quarterly at a floating rate of interest of 90 -day LIBOR plus 415 basis points. LIBOR ceased being published effective June 30, 2023. Subsequent to LIBOR no longer being published, the notes accrue interest at Term SOFR plus 415 basis points per annum. All principal is due at maturity. Sunset Financial Trust simultaneously issued 619 shares of Sunset Financial Trust’s common securities to the Company for a purchase price of $ 619 , which constitutes all of the issued and outstanding common securities of Sunset Financial Trust. Alesco Capital Trust I and Sunset Financial Trust (collectively, the “Trusts”) described above are VIEs pursuant to variable interest provisions included in FASB ASC 810 because the holders of the equity investment at risk do not have adequate decision making ability over the Trusts’ activities. The Company is not the primary beneficiary of the Trusts as it does not have the power to direct the activities of the Trusts. The Trusts are not consolidated by the Company and, therefore, the Company’s consolidated financial statements include the junior subordinated notes issued to the Trusts as a liability, and the investment in the Trusts’ common securities as an asset. The common securities were deemed to have a fair value of $ 0 as of the AFN Merger date. These are accounted for as cost method investments; therefore, the Company does not adjust the value at each reporting period. Any income generated on the common securities is recorded as interest income, a component of interest expense, net, in the consolidated statement of operations. The junior subordinated notes have several financial covenants. Since the AFN Merger, Cohen & Company Inc. has been in violation of one covenant of Alesco Capital Trust I. As a result of this violation, Cohen & Company Inc. is prohibited from issuing additional debt that is either subordinated to or pari passu with the Alesco Capital Trust I debt. This violation does not prohibit Cohen & Company Inc. from issuing senior debt or the Operating LLC from issuing debt of any kind. Cohen & Company Inc. is in compliance with all other covenants of the junior subordinated notes. 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. F- 49 Table of Contents 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; (ii) total line of credit; (iii) financial covenants; and (iv) maturity dates. 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. 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%. The Company is required to pay on a quarterly basis an undrawn commitment fee at a per annum rate equal to 0.50 % of the undrawn portion of Byline Bank’s $15,000 commitment under the Byline Credit Facility. The Company is also required to pay on each anniversary, a commitment fee at a per annum rate equal to 0.50 % of the $ 15,000 commitment under the Byline Credit Facility. Loans under the Byline Credit Facility must be used by the Company for working capital purposes and general liquidity. The Company may request a reduction in Byline Bank’s $15,000 commitment in a minimum amount of $ 1,000 and multiples of $ 500 thereafter upon not less than five days’ prior notice to Byline Bank. The Company may draw on the facility until June 18, 2026. Loans (both principal and interest) made by Byline Bank under the amended and restated agreement are scheduled to mature and become immediately due and payable in full on June 18, 2026. The Company is subject to the following financial covenants in the Byline Credit Facility. As of December 31, 2025 and 2024 , the Company was in compliance with all of the following financial covenants. 1. Cohen Securities’ tangible net worth as defined must exceed $70,000. 2. Cohen Securities' excess net capital as defined in Rule 15c3 - 1 must exceed $30,000. 3. 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. F- 50 Table of Contents Deferred Financing  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 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.  Interest Expense, Net  Interest expense incurred is shown in the table below by instrument for the years ended December 31, 2025 , 2024 , and 2023 .    INTEREST EXPENSE (Dollars in Thousands) Year Ended December 31, 2025 2024 2023 Junior subordinated notes $ 4,748 $ 4,695 $ 5,247 2020/2024 Notes 1,002 740 450 Byline Credit Facility 126 76 338 Redeemable Financial Instrument - JKD Capital I LTD - 310 491 $ 5,876 $ 5,821 $ 6,526 F- 51 Table of Contents 21. EQUITY  Common Stock  The holders of the Common Stock are entitled to one vote per share on all matters presented to the Company's stockholders. These holders are entitled to receive distributions on such stock when, as, and if authorized by the Company’s board of directors out of funds legally available and declared by the Company, and to share ratably in the assets legally available for distribution to the Company’s stockholders in the event of its liquidation, dissolution, or winding up after payment of or adequate provision for all of the Company’s known debts and liabilities, including the preferential rights on dissolution of any class or classes of preferred stock. The holders of the Common Stock have no preference, conversion, exchange, sinking fund, redemption, or, so long as the Common Stock remains listed on a national exchange, appraisal rights and have no preemptive rights to subscribe for any of the Company’s securities. Shares of the Common Stock have equal dividend, liquidation, and other rights.  Preferred Stock  Series C Junior Participating Preferred Stock : Series C Junior Participating Preferred Stock (“Series C Preferred Stock”) was authorized by the Company’s board of directors in connection with the Stockholder Rights Plan discussed below. The Series C Preferred Stock has a par value of $ 0.001 per share and 10,000 shares were authorized as of December 31, 2025 and 2024 . The holders of Series C Preferred Stock are entitled to receive, when, as, and if declared by the Company’s board of directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September, and December in each year commencing on the first quarterly dividend payment date after the first issuance of a share or fraction of a share of Series C Preferred Stock. Dividends accrue and are cumulative. The holder of each share of Series C Preferred Stock is entitled to 10,000 votes on all matters submitted to a vote of the Company’s stockholders. Holders of Series C Preferred Stock are entitled to receive dividends, distributions or distributions upon liquidation, dissolution, or winding up of the Company in an amount equal to $ 100,000 per share of Series C Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions, whether or not declared, prior to payments made to holders of shares of stock ranking junior to the Series C Preferred Stock. The shares of Series C Preferred Stock are not redeemable. There were no shares of Series C Preferred Stock issued and outstanding as of December 31, 2025 and 2024 .  Series E Voting Non-Convertible Preferred Stock : Each share of the Company’s Series E Voting Non-Convertible Preferred Stock (“Series E Preferred Stock”) has no economic rights but entitles the holders thereof, to vote the Series E Preferred Stock on all matters presented to the Company’s stockholders. For every 10 shares of Series E Preferred Stock, the holders thereof are entitled to one vote on any such matter. Daniel G. Cohen, the Company’s executive chairman, is the sole holder of all 4,983,557 shares of Series E Preferred Stock outstanding as of December 31, 2025 . The Series E Preferred Stock held by Daniel G. Cohen gives him the same voting rights he would have if all of the Operating LLC units of membership interests held by him were exchanged for Common Stock on a ten for one basis and effectively gives him voting rights at the Company in the same proportion as his economic interest (as his units of membership interests of the Operating LLC do not carry voting rights at the Company level). The Series E Preferred Stock effectively enables Daniel G. Cohen to exercise approximately 10.2 % of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2025 (in addition to the voting power he holds through his common share ownership and Series F Preferred Stock (defined below). The terms of the Series E Preferred Stock provide that, if the Company causes the redemption of or otherwise acquires any of the Operating LLC units owned by Daniel G. Cohen as of May 9, 2013, then the Company will redeem an equal number of shares of Series E Preferred Stock. The Series E Preferred Stock is otherwise perpetual. As of December 31, 2025 , there were 4,983,557 shares of Series E Preferred Stock issued and outstanding. See Non-Controlling Interest — Future Conversion / Redemption of Operating LLC Units below.  Series F Voting Non-Convertible Preferred Stock : On December 23, 2019, the board of directors adopted a resolution that reclassified 25,000,000 authorized but unissued shares of Preferred Stock, par value $.001 per share, of the Company as a series of Preferred Stock designated as Series F Voting Non-Convertible (“Series F Preferred Stock”). In conjunction with a previously disclosed securities purchase agreement, the Company issued 12,549,273 Series F Preferred Stock to Daniel G. Cohen and 9,880,268 Series F Preferred Stock to the DGC Trust. The holders of the Series F Preferred Stock are not entitled to receive any dividends or distributions (whether in cash, stock or property of the Company). The holders of Series F Preferred Stock and Common Stock are required to vote, together as a single class on all matters with respect to which a vote of the stockholders of the Corporation is required or permitted. Each outstanding share of Series F Preferred Stock entitles the holder to one ( 1 ) vote for every ten ( 10 ) shares of Series F Preferred Stock on each matter submitted to the Holders for their vote. The Series F Preferred Stock held by Daniel G. Cohen and the DGC Trust give them the same voting rights they would have if all of the Operating LLC units of membership interests held by each were exchanged for Common Stock on a ten for one basis and effectively gives Daniel G. Cohen and the DGC Trust voting rights at the Company in the same proportion as their economic interest (as units of membership interests of the Operating LLC do not carry voting rights at the Company level). The Series F Preferred Stock effectively enable Daniel G. Cohen and the DGC Trust to exercise approximately 46.0 % of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2025 (in addition to the voting power held through his common share ownership and Series E Preferred Stock ownership). As of December 31, 2025 , there were 22,429,541 shares of Series F Preferred Stock issued and outstanding .  F- 52 Table of Contents Together, the Series E and Series F Preferred Stock enables Daniel G. Cohen and the DGC Trust to exercise approximately 56.3 % of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2025 , in addition to the voting power held through Mr. Cohen’s common share ownership.  Stockholder Rights Plan On January 2, 2024, the Company entered into a Section 382 Rights Agreement (the “Rights Agreement”) between the Company and Computershare Inc., as rights agent (the “Rights Agent”). The Rights Agreement provides for a distribution of one preferred stock purchase right (each, a “Right,” and collectively, the “Rights”) for each share of the Company’s Common Stock outstanding to stockholders of record at the close of business on January 16, 2024 ( the “Record Date”). Each Right entitles the registered holder thereof to purchase from the Company a unit (a “Unit”) consisting of one ten -thousandth of a share of the Company’s Series C Junior Participating Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), at a purchase price of $ 100.00 per Unit (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. The Company’s board of directors adopted the Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its carryforward (net operating loss, “NOL”, and net capital loss, “NCL”) deferred tax assets (the “deferred tax assets”) to reduce potential future federal income tax obligations. The Company has experienced substantial operating and capital losses, and under the Internal Revenue Code of 1986, as amended (the “Code”), and rules promulgated by the Internal Revenue Service, the Company may “carry forward” these losses in certain circumstances to offset any current and future earnings and thus reduce the Company’s federal income tax liability, subject to certain requirements and restrictions. To the extent that the deferred tax assets do not otherwise become limited, the Company believes that it will be able to carry forward a significant amount of deferred tax assets, and therefore these deferred tax assets could be a substantial asset to the Company. However, if the Company experiences an “Ownership Change,” as such term is defined in Section 382 of the Code, its ability to use the deferred tax assets will be substantially limited, and the timing of the usage of the deferred tax assets could be substantially limited and/or delayed, which could therefore significantly impair the value of those assets. The Rights attached to all Common Stock certificates representing shares then outstanding and in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”) by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also to be certificates for Rights), and no separate Rights certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a “Distribution Date” will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has become an “Acquiring Person” (as defined below) (the “Stock Acquisition Date”) and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Pursuant to the Rights Agreement, an “Acquiring Person” means any person or entity who or which, together with all affiliates and associates of such person or entity, is the beneficial owner of 4.95 % or more of the shares of Common Stock then outstanding, but does not include the Company or any “Exempted Person” (as defined below). Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates after the Record Date will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, an “Exempted Person” is any person or entity who, together with all affiliates and associates of such person or entity, is or may become, as of January 2, 2024, the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock outstanding as of January 2, 2024. However, any such person or entity will no longer be deemed to be an Exempted Person and shall be deemed an Acquiring Person under the Rights Agreement if such person or entity, together with all affiliates and associates of such person or entity, becomes the beneficial owner (and so long as such person continues to be the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock) of additional shares of Common Stock, except ( x ) pursuant to equity compensation awards granted to such person or entity by the Company or options or warrants outstanding and beneficially owned by such person or entity as of January 2, 2024, or as a result of an adjustment to the number of shares of Common Stock represented by such equity compensation award pursuant to the terms thereof; or (y) as a result of a stock split, stock dividend or the like. In addition, any person or entity who, together with all affiliates and associates of such person or entity, becomes the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock then outstanding as a result of a purchase by the Company or any of its subsidiaries of shares of Common Stock will also be an “Exempted Person.” However, any such person will no longer be deemed to be an Exempted Person and will be deemed to be an Acquiring Person if such person, together with all affiliates and associates of such person, becomes the beneficial owner, at any time after the date such person became the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock, of additional shares of Common Stock, except if such additional securities are acquired ( x ) pursuant to the exercise of options or warrants to purchase Common Stock outstanding and beneficially owned by such person as of the date such person became the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock or as a result of an adjustment to the number of shares of Common Stock for which such options or warrants are exercisable pursuant to the terms thereof, or (y) as a result of a stock split, stock dividend or the like. In addition, the Rights Agreement defined the term “Exempted Person” to also include any person or entity who, together with all affiliates and associates of such person or entity, is the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common Stock outstanding, and whose beneficial ownership would not, as determined by the Company’s board of directors, jeopardize or endanger the availability of the Company of its deferred tax assets. However, any such person or entity will cease to be an Exempted Person if ( x ) such person or entity ceases to beneficially own 4.95% or more of the shares of the then outstanding Common Stock or (y) the Company’s board of directors makes a contrary determination with respect to the effect of such person’s or entity’s beneficial ownership (together with all affiliates and associates of such person) with respect to the availability to the Company of its deferred tax assets. Pursuant to the Rights Agreement, a purchaser, assignee or transferee of the shares of Common Stock (or options or warrants exercisable for Common Stock) from an Exempted Person will not be considered an Exempted Person, except that a transferee from the estate of an Exempted Person who receives Common Stock as a bequest or inheritance from an Exempted Person will be an Exempted Person so long as such transferee continues to be the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock. The Rights are not exercisable until the Distribution Date and will expire on the earliest of (i) the close of business on December 31, 2026, ( ii) the time at which the Rights are redeemed pursuant to the Rights Agreement, (iii) the time at which the Rights are exchanged pursuant to the Rights Agreement, (iv) the repeal of Section 382 of the Code or any successor statute if the Company’s board of directors determines that the Rights Agreement is no longer necessary or desirable for the preservation of certain tax benefits, and (v) the beginning of a taxable year of the Company to which the Company’s board of directors determines that certain tax benefits may not be carried forward. At no time will the Rights have any voting power. F- 53 Table of Contents Except as otherwise determined by the Company’s board of directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. Pursuant to the Rights Agreement, in the event that a person or entity becomes an Acquiring Person, each other holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the exercise price of the Right. The exercise price is the Purchase Price times the number of Units associated with each Right (initially, one ). For example, at an exercise price of $100.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $ 200.00 worth of Common Stock (or other consideration, as noted above) for $100.00. If the Common Stock at the time of exercise had a market value per share of $ 20.00 , the holder of each valid Right would be entitled to purchase ten ( 10 ) shares of Common Stock for $ 100.00 . Notwithstanding any of the foregoing, following the occurrence of a person or entity becoming an Acquiring Person (a “Flip-In Event”), all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by such Acquiring Person will be null and void. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation; (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged; or (iii) 50 % or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) will thereafter have the right to receive, upon exercise of the Right, common stock of the acquiring company having a value equal to two times the exercise price of the Right. However, Rights are not exercisable following the occurrence of a Flip-In Event until such time as the Rights are no longer redeemable by the Company as set forth below. The Purchase Price payable, and the number of Units of Series C Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series C Preferred Stock, (ii) if holders of the Series C Preferred Stock are granted certain rights or warrants to subscribe for Series C Preferred Stock or convertible securities at less than the current market price of the Series C Preferred Stock, or (iii) upon the distribution to holders of the Series C Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments amount to at least 1 % of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series C Preferred Stock on the last trading date prior to the date of exercise. At any time after the Stock Acquisition Date, the Company may exchange all or part of the Rights (other than Rights owned by an Acquiring Person) for Common Stock at an exchange ratio equal to (i) a number of shares of Common Stock per Right with a value equal to the spread between the value of the number of shares of Common Stock for which the Rights may then be exercised and the Purchase Price or (ii) if prior to the acquisition by the Acquiring Person of 50% or more of the then outstanding shares of Common Stock, one share of Common Stock per Right (subject to adjustment). At any time until ten days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $ 0.001 per Right. Immediately upon the action of the Company’s board of directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $ 0.001 redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company as set forth above or in the event the Rights are redeemed. Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement may be amended by the Company’s board of directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Company’s board of directors in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing redemption shall be made at such time as the Rights are not redeemable.  F- 54 Table of Contents Net Share Settlement of Restricted Stock  The Company may net share settle equity-based awards for the payment of employees’ tax obligations to taxing authorities related to the vesting of such equity-based awards. The total shares withheld and retired are based on the value of the restricted award on the applicable vesting date as determined by the Company’s closing stock price. These net share settlements reduce the number of shares that would have otherwise been issued as a result of the vesting and do not represent an expense to the Company.  Equity Distribution Agreement On October 5, 2023, the Company entered into an equity distribution agreement (the “Equity Agreement”) with Northland Securities, Inc. (trade name Northland Capital Markets), as sales agent (the “Sales Agent”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agent, of shares of the Company's Common Stock, having an aggregate offering price of up to $ 75,000 (collectively the “Shares”). Sales of the Shares, if any, under the Equity Agreement will be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act as agreed with the Sales Agent. In accordance with the applicable rules of the SEC, the Company is permitted to sell an aggregate of up to $ 4,712 in Shares under the Equity Agreement, which represents one - third of the value of the Common Stock held by non-affiliates. The Equity Agreement includes customary representations, warranties, and covenants by the Company and customary obligations of the parties and termination provisions. The Company has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agent may be required to make with respect to any of those liabilities. The Company will pay the Sales Agent a commission of 2.5 % of the gross offering proceeds of the Shares sold through the Sales Agent pursuant to the Equity Agreement. The offering of the Common Stock pursuant to the Equity Agreement will terminate upon the sale of all of the Shares pursuant to the Equity Agreement, unless sooner terminated in accordance with the terms and conditions of the Equity Agreement. During the year ended December 31, 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 . F- 55 Table of Contents Dividends and Distributions 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. During 2025 , 2024 , and 2023 , the Company paid cash distributions of $ 13,000 , $ 4,819 , and $ 4,344 , respectively, to the holders of the non-controlling interest (that is, the members of the Operating LLC other than Cohen & Company Inc.).  Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. 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. CCFESA is regulated by the ACPR and subject to certain minimum levels of capital.  Shares Outstanding of Stockholders’ Equity of the Company  The following table summarizes share transactions that occurred in stockholders’ equity during the years ended December 31, 2025 , 2024 , and 2023 .   ROLLFORWARD OF SHARES OUTSTANDING OF COHEN & COMPANY INC. Common Stock Restricted Stock Total December 31, 2022 1,433,283 341,059 1,774,342 Issuance as equity-based compensation - 143,900 143,900 Vesting of shares 113,301 ( 113,301 ) - Shares withheld for employee taxes ( 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 - 153,125 153,125 Vesting of shares 114,491 ( 114,491 ) - Shares withheld for employee taxes ( 26,195 ) - ( 26,195 ) Units exchanged for shares 7,209 - 7,209 Forfeiture / cancellation of restricted stock - ( 1,334 ) ( 1,334 ) December 31, 2024 1,635,261 404,791 2,040,052 Issuance as equity-based compensation - 144,200 144,200 Vesting of shares 149,981 ( 149,981 ) - Shares withheld for employee taxes ( 35,187 ) - ( 35,187 ) Forfeiture / cancellation of restricted stock - ( 19,002 ) ( 19,002 ) December 31, 2025 1,750,055 380,008 2,130,063 F- 56 Table of Contents Convertible Non-Controlling Interest  Voting Proxy  Effective December 30, 2019, the Company, Daniel G. Cohen, and the DGC Trust entered in an agreement whereby if the Company owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any meeting or any other circumstances upon which a vote, agreement, consent (including unanimous written consents), or other approval is sought from the holders of units of membership interests in the Operating LLC (each, a “Meeting”), then for so long as the Company owns a number of units of membership interests in the Operating LLC representing less than a majority of the votes entitled to be cast at any Meeting, Daniel G. Cohen and the DGC Trust have agreed to grant a voting proxy to the Company pursuant to which the Company may vote at any Meeting the number of units of membership interests in the Operating LLC owned by Daniel G. Cohen and the DGC Trust necessary to give the Company a majority of the votes at such Meeting. This agreement gives the Company a controlling vote on all matters of the Operating LLC even though the Company's economic interest in the Operating LLC is less than 50 %. On September 25, 2020, the agreement was amended to provide that the voting proxy shall be revoked in the event that Daniel G. Cohen and/or his affiliates cease to beneficially own a majority of the voting securities of the Company. See note and 31. Future Conversion / Redemption of Operating LLC Units  Each Operating LLC unit of membership interest is redeemable at the member’s option, at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the holder’s redemption notice, or (ii) at the Company’s option, for one share of the Common Stock for every 10 units subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Common Stock as a dividend or other distribution on the Company’s outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Common Stock.  Unit Issuance and Surrender Agreement — Acquisition and Surrender of Additional Units of the Operating LLC, net  Effective January 1, 2011 and revised effective May 27, 2021, Cohen & Company Inc. and the Operating LLC entered into a Unit Issuance and Surrender Agreement (the “UIS Agreement”) that was approved by the board of directors of Cohen & Company Inc. and the board of managers of the Operating LLC. In an effort to maintain a 1:10 ratio of Common Stock to the number of units of membership interests Cohen & Company Inc. holds in the Operating LLC, the UIS Agreement calls for the issuance of additional units of membership interests of the Operating LLC to Cohen & Company Inc. when the Cohen & Company Inc. issues its Common Stock to employees under existing equity compensation plans or issues its Common Stock in a public or private offering. In certain cases, the UIS Agreement calls for Cohen & Company Inc. to surrender units to the Operating LLC when certain restricted shares are forfeited by the employee or repurchased by the Company.  The following table summarizes the transactions that resulted in changes in the unit ownership of the Operating LLC including unit issuances and forfeitures related to the UIS Agreement.  ROLLFORWARD OF UNITS OUTSTANDING OF THE OPERATING LLC Cohen & Company Inc. Daniel G. Cohen DGC Trust Others Total December 31, 2022 14,332,824 19,356,855 20,225,095 72,098 53,986,872 Issuance of Units under UIS Agreement, net 929,730 - - - 929,730 Vesting of units - 967,830 - 470,330 1,438,160 Issuance of units under 2017 Convertible Note - ( 479,380 ) - ( 470,330 ) ( 949,710 ) December 31, 2023 15,262,554 19,845,305 20,225,095 72,098 55,405,052 Issuance of Units under UIS Agreement, net 1,090,048 - - - 1,090,048 Vesting of units - 940,669 - 540,663 1,481,332 Redemption of convertible non-controlling interest units - ( 443,474 ) - ( 555,389 ) ( 998,863 ) December 31, 2024 16,352,602 20,342,500 20,225,095 57,372 56,977,569 Issuance of Units under UIS Agreement, net 1,147,940 - - - 1,147,940 Vesting of units - 1,011,000 - 610,996 1,621,996 Redemption of convertible non-controlling interest units - ( 460,679 ) - ( 502,053 ) ( 962,732 ) December 31, 2025 17,500,542 20,892,821 20,225,095 166,315 58,784,773 F- 57 Table of Contents The following table presents the impact to equity from Cohen & Company Inc.’s ownership interest in the Operating LLC. For the Year Ended December 31, 2025 2024 2023 Net income / (loss) attributable to Cohen & Company Inc. $ 14,431 $ ( 129 ) $ ( 5,113 ) Transfers (to) from the non-controlling interest: Increase / (decrease) in Cohen & Company Inc.'s paid in capital for the acquisition / (surrender) of additional units in consolidated subsidiary, net 590 679 636 Changes from net income / (loss) attributable to Cohen & Company Inc. and transfers (to) from non-controlling interest $ 15,021 $ 550 $ ( 4,477 ) Detail of Non-Controlling Interest The Company has two major categories of non-controlling interest. Convertible non-controlling interest represents the portion of the Operating LLC not owned by the Company. The convertible non-controlling interest is exchangeable in certain circumstances into Common Stock. Non-convertible non-controlling interest represents the portion of various subsidiaries of the Operating LLC that are not wholly owned by the Operating LLC. The non-convertible non-controlling interest is not exchangeable into Common Stock. ROLLFORWARD OF NON-CONTROLLING INTERESTS (Dollars in Thousands) Operating LLC Columbus Circle SPAC Other Consolidated Subsidiaries Total December 31, 2022 $ 47,270 $ - $ 17 $ 47,287 Non-controlling interest share of income ( 4,078 ) - 19,590 15,512 Other comprehensive income 61 - - 61 Acquisition / (surrender) of additional units of consolidated subsidiary ( 622 ) - - ( 622 ) Equity-based compensation 3,184 - - 3,184 Shares withheld for employee taxes ( 127 ) - - ( 127 ) Dividends/distributions to convertible non-controlling interest ( 4,344 ) - - ( 4,344 ) Convertible non-controlling interest investment ( 834 ) - - ( 834 ) Non-convertible non-controlling interest investment - - 39 39 Non-convertible non-controlling interest distributions - - ( 10,041 ) ( 10,041 ) December 31, 2023 $ 40,510 $ - $ 9,605 $ 50,115 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 ( 664 ) - - ( 664 ) Equity-based compensation 3,336 - - 3,336 Shares withheld for employee taxes ( 135 ) - - ( 135 ) Dividends/distributions to convertible non-controlling interest ( 4,819 ) - - ( 4,819 ) Redemption of convertible non-controlling interest units ( 659 ) - - ( 659 ) Non-convertible non-controlling interest distributions - - ( 6,818 ) ( 6,818 ) December 31, 2024 $ 37,093 $ - $ 11,462 $ 48,555 Non-controlling interest share of income (loss) 27,616 5,853 ( 7,766 ) 25,703 Other comprehensive income 254 - - 254 Acquisition / (surrender) of additional units of consolidated subsidiary ( 576 ) - - ( 576 ) Equity-based compensation 3,194 15,671 - 18,865 Shares withheld for employee taxes ( 241 ) - - ( 241 ) Dividends/distributions to convertible non-controlling interest ( 14,818 ) - - ( 14,818 ) Redemption of convertible non-controlling interest units ( 954 ) - - ( 954 ) Non-convertible non-controlling interest investment - 2,669 - 2,669 Non-convertible non-controlling interest distributions - ( 24,193 ) ( 3,258 ) ( 27,451 ) December 31, 2025 $ 51,568 $ - $ 438 $ 52,006 The Operating LLC non-controlling interest is included as convertible non-controlling interest in the consolidated statement of operations. The other components of non-controlling interest are included as non-convertible non-controlling interest in the statement of operations. F- 58 Table of Contents Partial redemption of convertible non-controlling interests On February 5, 2025, Daniel G. Cohen, the Company’s executive chairman, in accordance with the Operating LLC operating agreement, redeemed 460,679 LLC Units for which the Company paid to Mr. Cohen an aggregate of $ 457 , or $ 0.991 per LLC Unit. The LLC Units were redeemed by Mr. Cohen in order to fund certain tax liabilities incurred by Mr. Cohen in connection with the vesting on January 31, 2025 of 1,011,000 restricted LLC Units that had been previously granted to Mr. Cohen under the 2020 Long-Term Incentive Plan. On February 1, 2024, Daniel G. Cohen, in accordance with the Operating LLC operating agreement, redeemed 443,474 LLC Units for which the Company paid to Mr. Cohen an aggregate of $ 315 , or $ 0.711 per LLC Unit. The LLC Units were redeemed by Mr. Cohen in order to fund certain tax liabilities incurred by Mr. Cohen in connection with the vesting, on January 31, 2024, of 940,669 restricted LLC Units that had been previously granted to Mr. Cohen under the 2020 Long-Term Incentive Plan. On February 5, 2025, Lester Brafman, the Company’s chief executive officer, in accordance with the Operating LLC operating agreement, redeemed 502,053 LLC Units for which the Company paid to Mr. Brafman an aggregate of $ 498 , or $ 0.991 per LLC Unit. The LLC Units were redeemed by Mr. Brafman in order to fund certain tax liabilities incurred by Mr. Brafman in connection with the vesting, on January 31, 2025, of 610,996 restricted LLC Units and 40,000 restricted shares of the Company’s Common Stock, all of which had been previously granted to Mr. Brafman under the 2020 Long-Term Incentive Plan. On February 1, 2024, Lester Brafman, in accordance with the Operating LLC operating agreement, redeemed 483,301 LLC Units for which the Company paid to Mr. Brafman an aggregate of $ 344 , or $ 0.711 per LLC Unit. The LLC Units were redeemed by Mr. Brafman in order to fund certain tax liabilities incurred by Mr. Brafman in connection with the vesting, on January 31, 2024, of 540,633 restricted LLC Units and 40,000 restricted shares of the Company’s Common Stock, all of which had been previously granted to Mr. Brafman under the 2020 Long-Term Incentive Plan. F- 59 Table of Contents 22. EQUITY-BASED COMPENSATION  The following table summarizes the amounts the Company recognized as equity-based compensation expense including restricted stock, restricted units, membership units of consolidated sponsor entities and stock options. These amounts are included as a component of compensation and benefits in the consolidated statements of operations. The remaining unrecognized compensation expense related to unvested awards at December 31, 2025 was $ 5,895 and the weighted average period of time over which this expense will be recognized is approximately 1.6 years.     EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS (Dollars in Thousands) For the Year Ended December 31, 2025 2024 2023 Equity-based compensation expense $ 20,213 $ 4,668 $ 4,391 Non equity-based compensation expense 157,305 51,720 47,701 Total compensation and benefits $ 177,518 $ 56,388 $ 52,092 The following table summarizes the equity-based compensation by plan. Each plan is discussed in detail below. DETAIL OF EQUITY-BASED COMPENSATION BY PLAN (Dollars in Thousands) For the Year Ended December 31, 2025 2024 2023 Restricted Stock or Units - 2020 Plan $ 4,542 $ 4,668 $ 4,391 Membership interests in sponsor entities 15,671 - - Total equity-based compensation expense $ 20,213 $ 4,668 $ 4,391 The Company’s 2020 Long-Term Incentive Plan – Restricted Common Stock, Restricted Units, and Stock Options On April 7, 2020, the board of directors of the Company adopted a long-term incentive plan (the “2020 Long Term Incentive Plan”), which was approved by the Company’s stockholders at the Company’s annual meeting on June 18, 2020. On April 1, 2021 and June 9, 2021, the board of directors and the Company stockholders, respectively, approved Amendment No. 1 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 600,000 shares of common stock to 1,200,000 shares of common stock. On March 28, 2022 and June 2, 2022, the board of directors and the Company stockholders, respectively, approved Amendment No. 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. No award may be granted under the 2020 Long Term Incentive Plan after April 7, 2030. The Company's 2010 Long- Term-Incentive Plan and the AFN 2006 Equity Plan expired in 2020 and there are no shares available to be issued under these plans. Membership Interests of Consolidated Sponsor Entities Employees sometimes invest in the membership interests of consolidated SPAC sponsor entities. Because these entities are consolidated and the employees are investing in the consolidated company's non-controlling interest, these equity interests fall under FASB ASC 718. Generally, the employee invests a de minimis amount and receives an allocation of the founder shares held by the sponsor entity. The investment generally does not have any explicit vesting criteria associated with it. Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination. Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination). Further, at the time of the investments, the Company treats this performance condition as being non-probable. The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed. Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant. The fair value of the grant is equal to the public trading price of the SPAC on the grant date adjusted for certain sale restrictions imposed on the shares the employee receives (generally, the shares are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable). F- 60 Table of Contents RESTRICTED STOCK - SERVICE BASED VESTING Number of Shares of Restricted Stock Weighted Average Grant Date Fair Value Unvested at January 1, 2023 341,059 $ 16.17 Granted 143,900 7.57 Vested ( 113,301 ) 17.18 Forfeiture ( 4,167 ) 11.65 Unvested at December 31, 2023 367,491 12.54 Granted 153,125 8.91 Vested ( 114,491 ) 13.97 Forfeiture ( 1,334 ) 8.81 Unvested at December 31, 2024 404,791 10.79 Granted 144,200 14.23 Vested ( 149,981 ) 12.70 Forfeiture ( 19,002 ) 8.82 Unvested at December 31, 2025 380,008 $ 11.44    OPERATING LLC RESTRICTED UNITS - SERVICE BASED VESTING Number of Restricted Units Weighted Average Grant Date Fair Value Unvested at January 1, 2023 6,541,490 $ 1.35 Granted 422,000 0.68 Vested ( 1,438,160 ) 1.97 December 31, 2023 5,525,330 1.82 Granted 422,000 1.02 Vested ( 1,481,332 ) 1.87 Unvested at December 31, 2024 4,465,998 1.73 Granted 422,000 1.68 Vested ( 1,621,996 ) 1.77 Unvested at December 31, 2025 3,266,002 $ 1.71 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 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. F- 61 Table of Contents SPONSOR ENTITY MEMBERSHIP UNITS - PERFORMANCE BASED VESTING Membership Units Weighted Average Grant Date Fair Value Unvested at January 1, 2023 - $ - Granted - - Vested - - Forfeited - - Unvested at December 31, 2023 - - Granted - - Vested - - Forfeited - - Unvested at December 31, 2024 - - Granted 4,190,000 3.74 Vested ( 4,190,000 ) 3.74 Forfeited - - Unvested at December 31, 2025 - $ -  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. F- 62 Table of Contents 23. INCOME TAXES  Cohen & Company Inc. is treated as a C corporation for United States federal income tax purposes. The components of income tax expense / (benefit) included in the consolidated statements of operations for each year presented herein are shown in the table below. INCOME TAX EXPENSE (Dollars in Thousands) For the Year Ended December 31, 2025 2024 2023 Current income tax expense / (benefit) Federal income tax expense / (benefit) $ - $ - $ - French income tax expense / (benefit) 369 118 120 State and local income tax expense / (benefit) 868 230 71 1,237 348 191 Deferred income tax expense / (benefit) Federal income tax expense / (benefit) ( 3,230 ) ( 1 ) 3,205 French income tax expense / (benefit) - - - State and local income tax expense / (benefit) 1,361 ( 676 ) 2,149 ( 1,869 ) ( 677 ) 5,354 Total $ ( 632 ) $ ( 329 ) $ 5,545 The components of income (loss) before income taxes are shown below.  INCOME (LOSS) BEFORE INCOME TAXES (Dollars in Thousands) For the Year Ended December 31, 2025 2024 2023 U.S. $ 37,908 $ 7,220 $ 15,705 France 1,594 640 239 Total $ 39,502 $ 7,860 $ 15,944 F- 63 Table of Contents The Company had prepaid taxes of $ 0 and $ 235 in the consolidated balance sheet as of December 31, 2025 and 2024 , respectively.  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 Amount Percent Federal statutory rate $ 8,295 21.0 % State and local income tax, net of federal tax effect New York City 1,325 3.4 % Philadelphia 508 1.3 % Other U.S. States 255 0.6 % Foreign tax effects 344 0.9 % Effect of changes in tax laws or tax rates - 0.0 % Effect of cross-border tax laws - 0.0 % Tax credits - 0.0 % Changes in valuation allowances ( 6,418 ) ( 16.2 )% Nontaxable or non-deductible items Non-deductible compensation - 162m 721 1.8 % Other non-taxable or non-deductible items ( 261 ) ( 0.7 )% Other Pass through impact ( 5,401 ) ( 13.7 )% Total $ ( 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 (Dollars in Thousands) For the Year Ended December 31, 2024 2023 Federal statutory rate $ 1,650 $ 3,348 Pass through impact ( 1,746 ) ( 3,257 ) Changes in valuation allowances 95 3,114 State and local tax, net of federal benefit ( 446 ) 2,220 Foreign tax effects 118 120 Total $ ( 329 ) $ 5,545  F- 64 Table of Contents The components of the net deferred tax asset (liability) are as follows.  DEFERRED TAX ASSET AND LIABILITY (Dollars in Thousands) December 31, 2025 December 31, 2024 Asset Liability Net Asset Liability Net Federal net operating loss carryforward $ 15,274 $ - $ 15,274 $ 19,434 $ - $ 19,434 State and local net operating loss carryforward 3,362 - 3,362 4,293 - 4,293 Federal capital loss carryforward 12,470 - 12,470 12,020 - 12,020 Disallowed interest expense carryforward 829 - 829 885 - 885 Unrealized gain on debt - ( 5,701 ) ( 5,701 ) - ( 5,712 ) ( 5,712 ) Investment in Operating LLC 16,006 - 16,006 13,141 - 13,141 Other 466 - 466 1,000 ( 5 ) 995 Gross deferred tax asset / (liability) 48,407 ( 5,701 ) 42,706 50,773 ( 5,717 ) 45,056 Less: valuation allowance ( 38,580 ) - ( 38,580 ) ( 42,799 ) - ( 42,799 ) Net deferred tax asset / (liability) $ 9,827 $ ( 5,701 ) $ 4,126 $ 7,974 $ ( 5,717 ) $ 2,257 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. If an Ownership Change were to occur in the future, the Company’s ability to use its NOLs, NCLs, and certain recognized built-in losses to reduce its taxable income in a future year would generally be limited to an annual amount (the “Section 382 Limitation”) equal to the fair value of the Company immediately prior to the Ownership Change multiplied by the “long term tax-exempt interest rate.” In the event of an Ownership Change, NOLs and NCLs that exceed the Section 382 Limitation in any year will continue to be allowed as carryforwards for the remainder of the carryforward period, and such NOLs and NCLs can be used to offset taxable income for years within the carryforward period subject to the Section 382 Limitation in each year. However, if the carryforward period for any NOL or NCL were to expire before that loss is fully utilized, the unused portion of that loss would be lost. See discussion of stockholder rights plan in note 21.  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 . The Company applies ASC 740 - 10 in determining uncertain tax positions. 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: 2025 U.S. Federal $ - U.S. State & Local 161 France 115 Cash paid for income tax $ 276 2025 U.S. Federal $ - U.S. State & Local - France - Income tax refunds received $ -  F- 65 Table of Contents 24. ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) ("AOCI")  The following table shows the components of other comprehensive income / (loss) and the tax effects allocated to other comprehensive income / (loss). AOCI consists solely of foreign currency items. ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) AND INCOME TAX EFFECT OF ITEMS ALLOCATED TO OTHER COMPREHENSIVE INCOME / (LOSS) (Dollars in Thousands) OCI Items Tax Effect Total December 31, 2022 $ ( 955 ) $ - $ ( 955 ) Change in foreign currency items 25 - 25 Other comprehensive income / (loss), net 25 - 25 Acquisition / (surrender) of additional units in consolidated subsidiary, net ( 14 ) - ( 14 ) December 31, 2023 ( 944 ) - ( 944 ) Change in foreign currency items ( 48 ) - ( 48 ) Other comprehensive income / (loss), net ( 48 ) - ( 48 ) Acquisition / (surrender) of additional units in consolidated subsidiary, net ( 15 ) - ( 15 ) December 31, 2024 ( 1,007 ) - ( 1,007 ) Change in foreign currency items 107 - 107 Other comprehensive income / (loss), net 107 - 107 Acquisition / (surrender) of additional units in consolidated subsidiary, net ( 14 ) - ( 14 ) December 31, 2025 $ ( 914 ) $ - $ ( 914 ) F- 66 Table of Contents 25 . NET CAPITAL REQUIREMENTS  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. CCFESA is subject to certain regulatory capital requirements in accordance with Articles L.533 - 2 et seq. 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"). 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 (Dollars in thousands) December 31, 2025 Actual Net Capital or Liquid Capital Amount Required Excess Cohen Securities $ 77,093 $ 250 $ 76,843 CCFESA 2,026 714 1,312 Total $ 79,119 $ 964 $ 78,155 December 31, 2024 Actual Net Capital or Liquid Capital Amount Required Excess Cohen Securities $ 48,414 $ 250 $ 48,164 CCFESA 1,574 643 931 Total $ 49,988 $ 893 $ 49,095 F- 67 Table of Contents 26 . EARNINGS / (LOSS) PER COMMON SHARE  The following table presents a reconciliation of basic and diluted earnings / (loss) per common share for the periods indicated. EARNINGS / (LOSS) PER COMMON SHARE (Dollars in Thousands, except share or per share information) Year Ended December 31, 2025 2024 2023 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. shares (1) 4,122,929 4,060,719 - Restricted units or shares 129,064 - - 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 ) ( 1 ) The Operating LLC units of membership interests not held by Cohen & Company Inc. (that is, those held by the non-controlling interest) may be redeemed and exchanged into shares of the Company on a ten -for- one basis. The Operating LLC units of membership interests not held by Cohen & Company Inc. are redeemable, at the member’s option at any time, for (i) cash in an amount equal to the average of the per share closing prices of the Common Stock for the ten consecutive trading days immediately preceding the date the Company receives the member’s redemption notice, or (ii) at the Company’s option, one tenth of a share of the Common Stock, subject, in each case, to appropriate adjustment upon the occurrence of an issuance of additional shares of the Common Stock as a dividend or other distribution on the outstanding Common Stock, or a further subdivision or combination of the outstanding shares of the Common Stock. These units are not included in the computation of basic earnings per share. 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. ( 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. ( 3 ) 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, 2025 2024 2023 Restricted Common Stock - 59,655 9,060 Restricted Operating LLC units - 22,977 4,010,179 - 82,632 4,019,239 F- 68 Table of Contents 27. RESERVE REQUIREMENTS  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.  F- 69 Table of Contents 28. COMMITMENTS AND CONTINGENCIES  Lease Commitments  The Company leases office space in several cities under lease agreements. As of December 31, 2025 , future minimum commitments under these operating leases are as follows. FUTURE LEASE COMMITMENTS (Dollars in Thousands) Lease Less: Sublease Net Commitment 2026 $ 4,529 $ ( 49 ) $ 4,480 2027 3,741 - 3,741 2028 2,826 - 2,826 2029 2,518 - 2,518 2030 2,101 - 2,101 2031 and thereafter 8,516 - 8,516 $ 24,231 $ ( 49 ) $ 24,182 Rent expense for the years ended December 31, 2025 , 2024 , and 2023 was $ 2,671 , $ 2,724 , and $ 2,538 , respectively, and was included in business development, occupancy, and equipment expense in the consolidated statements of operations. Rent expense was recorded net of sublease income of $ 92 , $ 92 , and $ 94 , for the years ended December 31, 2025, 2024 and 2023 , respectively. The lease commitments noted above represent the actual cash commitments and will not necessarily match the amount of rent expense recorded in the consolidated statements of operations. Legal and Regulatory Proceedings From time to time, the Company is a party to various routine legal proceedings, claims, and regulatory inquiries arising out of the ordinary course of the Company’s business. Management believes that the results of these routine legal proceedings, claims, and regulatory matters will not have a material adverse effect on the Company’s financial condition, or on the Company’s operations and cash flows. However, the Company cannot estimate the legal fees and expenses to be incurred in connection with these routine matters and, therefore, is unable to determine whether these future legal fees and expenses will have a material impact on the Company’s operations and cash flows. It is the Company’s policy to expense legal and other fees as incurred. 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.   F- 70 Table of Contents 29. SEGMENT AND GEOGRAPHIC INFORMATION Segment Information  The Company operates within three business segments: Capital Markets, Asset Management, and Principal Investing. See note 1. The Company's chief executive officer is the chief operating decision-maker (“CODM”) and is responsible for allocating resources and assessing the performance of the business segments. The CODM relies on enterprise net income / (loss) to allocate resources because it provides insight into profitability for the entire enterprise including the convertible non-controlling interest but excluding non-convertible non-controlling interest. The CODM uses enterprise net income / (loss) in the annual budgeting and forecasting process. The CODM considers budget to actual variances on a monthly basis when making allocation decisions.   The Company’s business segment information was prepared in a manner consistent with the internal reporting provided to the CODM and represents the information that is relied upon by management in its decision-making processes. Revenues and expenses directly associated with each business segment are included in determining net income / (loss) by segment. 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. Interest expense in the table below includes non-operating interest expense. Interest income and expense relating to operations is included in net trading revenue. See note 5. Indirect expenses (such as general and administrative expenses including executive and indirect overhead costs) not directly associated with specific business segments are not allocated to the business segments’ statements of operations. See ( 1 ) below. Beginning in 2024 annual reporting, the Company adopted ASU 2023 - 07 retrospectively. The following table sets forth our segment information of revenue, expenses, and income (loss) from operations.    SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2025 (Dollars in Thousands) Capital Asset Principal Segment Markets Management Investing Total Unallocated (1) Total Investment banking and new issue $ 187,608 $ - $ - $ 187,608 $ - $ 187,608 Net trading 47,347 - - 47,347 - 47,347 Asset management - 8,817 - 8,817 - 8,817 Principal transactions - - 30,344 30,344 - 30,344 Other income - 1,796 ( 348 ) 1,448 - 1,448 Total revenues 234,955 10,613 29,996 275,564 - 275,564 Compensation 134,696 7,660 524 142,880 14,425 157,305 Stock based compensation 357 98 15,671 16,126 4,087 20,213 Business development 1,950 225 1 2,176 1,377 3,553 Occupancy and equipment 2,892 238 - 3,130 1,214 4,344 Subscriptions, clearing, and execution 15,378 337 30 15,745 182 15,927 Professional fee and other operating 8,875 1,727 267 10,869 3,222 14,091 Depreciation and amortization - 7 - 7 717 724 Total operating expenses 164,148 10,292 16,493 190,933 25,224 216,157 Operating income / (loss) 70,807 321 13,503 84,631 ( 25,224 ) 59,407 Interest income (expense) ( 126 ) - - ( 126 ) ( 5,750 ) ( 5,876 ) Gain on sale of management contracts - 2,734 - 2,734 - 2,734 Income from equity method affiliates ( 792 ) - ( 15,971 ) ( 16,763 ) - ( 16,763 ) Income /(loss) before income taxes 69,889 3,055 ( 2,468 ) 70,476 ( 30,974 ) 39,502 Income tax expense (benefit) - - - - ( 632 ) ( 632 ) Net income / (loss) 69,889 3,055 ( 2,468 ) 70,476 ( 30,342 ) 40,134 Less: Net income (loss) attributable to the non-convertible non-controlling interest of the Operating LLC - 1 ( 1,914 ) ( 1,913 ) - ( 1,913 ) Enterprise net income /(loss) 69,889 3,054 ( 554 ) 72,389 ( 30,342 ) 42,047 Less: Net income (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc. - - - - 27,616 27,616 Net income / (loss) attributable to Cohen & Company Inc. $ 69,889 $ 3,054 $ ( 554 ) $ 72,389 $ ( 57,958 ) $ 14,431 Other statement of operations data Cash compensation as a percentage of revenue 57.33 % 72.18 % 1.75 % 51.85 % N/A 57.08 % Operating income / (loss) as a percentage of revenue 30.14 % 3.02 % 45.02 % 30.71 % N/A 21.56 % Net income / (loss) as a percentage of revenue 29.75 % 28.79 % 8.23 % 25.58 % N/A 14.56 % Net income / (loss) attributable to Cohen & Company Inc. as a percentage of revenue 29.75 % 28.78 % 1.85 % 26.27 % N/A 5.24 % F- 71 Table of Contents SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2024 (Dollars in Thousands) Capital Asset Principal Segment Markets Management Investing Total Unallocated (1) Total Investment banking and new issue $ 40,778 $ - $ - $ 40,778 $ - $ 40,778 Net trading 36,409 - - 36,409 - 36,409 Asset management - 9,009 - 9,009 - 9,009 Principal transactions - - ( 10,246 ) ( 10,246 ) - ( 10,246 ) Other income 10 2,615 1,023 3,648 - 3,648 Total revenues 77,197 11,624 ( 9,223 ) 79,598 - 79,598 Compensation 42,536 6,058 1,648 50,242 1,478 51,720 Stock based compensation 575 145 - 720 3,948 4,668 Business development 1,377 250 14 1,641 641 2,282 Occupancy and equipment 2,976 213 - 3,189 1,146 4,335 Subscriptions, clearing, and execution 8,893 368 170 9,431 208 9,639 Professional fee and other operating 7,591 1,772 1,216 10,579 3,842 14,421 Depreciation and amortization - 6 - 6 550 556 Total operating expenses 63,948 8,812 3,048 75,808 11,813 87,621 Operating income / (loss) 13,249 2,812 ( 12,271 ) 3,790 ( 11,813 ) ( 8,023 ) Interest income (expense) ( 76 ) - - ( 76 ) ( 5,745 ) ( 5,821 ) Income from equity method affiliates - - 21,704 21,704 - 21,704 Income (loss) before income taxes 13,173 2,812 9,433 25,418 ( 17,558 ) 7,860 Income tax expense / (benefit) - - - - ( 329 ) ( 329 ) Net income / (loss) 13,173 2,812 9,433 25,418 ( 17,229 ) 8,189 Less: Net income attributable to the non-convertible non-controlling interest of the Operating LLC - 1 8,674 8,675 - 8,675 Enterprise net income/ (loss) 13,173 2,811 759 16,743 ( 17,229 ) ( 486 ) Less: Net income (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc. - - - - ( 357 ) ( 357 ) Net income / (loss) attributable to Cohen & Company Inc. $ 13,173 $ 2,811 $ 759 $ 16,743 $ ( 16,872 ) $ ( 129 ) Other statement of operations data Cash compensation as a percentage of revenue 55.10 % 52.12 % 17.87 % 63.12 % N/A 64.98 % Operating income / (loss) as a percentage of revenue 17.16 % 24.19 % 133.05 % 4.76 % N/A ( 10.08 )% Net income / (loss) as a percentage of revenue 17.06 % 24.19 % 102.28 % 31.93 % N/A 10.29 % Net income / (loss) attributable to Cohen & Company Inc. as a percentage of revenue 17.06 % 24.18 % 8.23 % 21.03 % N/A ( 0.16 )%  F- 72 Table of Contents    SEGMENT INFORMATION Statement of Operations Information For the Year Ended December 31, 2023 (Dollars in Thousands) Capital Asset Principal Segment Markets Management Investing Total Unallocated (1) Total Investment banking and new issue $ 23,952 $ - $ - $ 23,952 $ - $ 23,952 Net trading 30,926 - - 30,926 - 30,926 Asset management - 7,337 - 7,337 - 7,337 Principal transactions - - 19,254 19,254 - 19,254 Other income 1 1,071 440 1,512 - 1,512 Total revenues 54,879 8,408 19,694 82,981 - 82,981 Compensation 30,641 5,777 2,335 38,753 8,948 47,701 Stock based compensation 515 106 - 621 3,770 4,391 Business development 741 268 23 1,032 383 1,415 Occupancy and equipment 2,560 202 - 2,762 1,027 3,789 Subscriptions, clearing, and execution 8,125 334 251 8,710 255 8,965 Professional fee and other operating 4,320 1,408 843 6,571 2,725 9,296 Depreciation and amortization - 6 - 6 557 563 Total operating expenses 46,902 8,101 3,452 58,455 17,665 76,120 Operating income / (loss) 7,977 307 16,242 24,526 ( 17,665 ) 6,861 Interest income (expense) ( 338 ) - - ( 338 ) ( 6,188 ) ( 6,526 ) (Loss) from equity method affiliates - - 15,609 15,609 - 15,609 Income before income taxes 7,639 307 31,851 39,797 ( 23,853 ) 15,944 Income tax expense / (benefit) - - - - 5,545 5,545 Net income /(loss) 7,639 307 31,851 39,797 ( 29,398 ) 10,399 Less: Net (loss) attributable to the non-convertible non-controlling interest of the Operating LLC - 17 19,573 19,590 - 19,590 Enterprise net income /(loss) 7,639 290 12,278 20,207 ( 29,398 ) ( 9,191 ) Less: Net income (loss) attributable to the convertible non-controlling interest of Cohen & Company Inc. - - - - ( 4,078 ) ( 4,078 ) Net income (loss) attributable to Cohen & Company Inc. $ 7,639 $ 290 $ 12,278 $ 20,207 $ ( 25,320 ) $ ( 5,113 ) Other statement of operations data Cash compensation as a percentage of revenue 55.83 % 68.71 % 11.86 % 46.70 % N/A 57.48 % Operating income / (loss) as a percentage of revenue 14.54 % 3.65 % 82.47 % 29.56 % N/A 8.27 % Net income / (loss) as a percentage of revenue 13.92 % 3.65 % 161.73 % 47.96 % N/A 12.53 % Net income / (loss) attributable to Cohen & Company Inc. as a percentage of revenue 13.92 % 3.45 % 62.34 % 24.35 % N/A ( 6.16 )% ( 1 ) Unallocated includes certain expenses incurred by indirect overhead and support departments (such as the executive, finance, legal, information technology, human resources, risk, compliance, and other similar overhead and support departments). Some of the items not allocated include: ( 1 ) operating expenses (such as cash compensation and benefits, equity-based compensation expense, professional fees, travel and entertainment, consulting fees, and rent) related to support departments excluding certain departments that directly support the Capital Markets business segment; ( 2 ) interest expense on debt; and ( 3 ) income taxes. Management does not consider these items necessary for an understanding of the operating results of these business segments and such amounts are excluded in business segment reporting to the CODM. F- 73 Table of Contents  BALANCE SHEET DATA As of December 31, 2025 (Dollars in Thousands) Capital Asset Principal Segment Markets Management Investing Total Unallocated (1) Total Total Assets $ 591,923 $ 11,408 $ 27,093 $ 630,424 $ 70,161 $ 700,585 Included within total assets: Investments in equity method affiliates $ - $ - $ 6,661 $ 6,661 $ - $ 6,661 Goodwill (2) $ 54 $ 55 $ - $ 109 $ - $ 109 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 BALANCE SHEET DATA As of December 31, 2024 (Dollars in Thousands) Capital Asset Principal Segment Markets Management Investing Total Unallocated (1) Total Total Assets $ 888,780 $ 7,371 $ 44,175 $ 940,326 $ 30,823 $ 971,149 Included within total assets: Investments in equity method affiliates $ - $ - $ 23,430 $ 23,430 $ - $ 23,430 Goodwill (2) $ 54 $ 55 $ - $ 109 $ - $ 109 Intangible assets (2) $ 166 $ - $ - $ 166 $ - $ 166 ( 1 ) Unallocated assets primarily include ( 1 ) amounts due from related parties; ( 2 ) furniture and equipment, net; and ( 3 ) other assets that are not considered necessary for an understanding of business segment assets and such amounts are excluded from business segment reporting to the CODM. ( 2 ) Goodwill and intangible assets are allocated to the Capital Markets and Asset Management business segments as indicated in the table above.  Geographic Information  The Company has conducted its business activities through offices in the following locations: ( 1 ) United States and ( 2 ) Europe and other. Total revenues by geographic area are summarized as follows. GEOGRAPHIC DATA (Dollars in Thousands) Year Ended December 31, 2025 2024 2023 Total Revenues: United States $ 265,585 $ 72,573 $ 77,532 Europe & Other 9,979 7,025 5,449 Total $ 275,564 $ 79,598 $ 82,981 Long-lived assets attributable to an individual country, other than the United States, are not material. The Capital Markets segment has earned non-cash advisory revenue of $ 232,398 , $24.338, and $ 18,248 in the years ended December 31, 2025 , 2024 , and 2023, respectively. F- 74 Table of Contents 30. SUPPLEMENTAL CASH FLOW DISCLOSURE  Cash flows from investments (including derivatives) classified as investments-trading or trading securities sold, not yet purchased are presented on a net basis as a component of cash flows from operations. Cash flows from investments (including derivatives) classified as other investments, at fair value or other investments sold, not yet purchased are presented on a gross basis as a component of cash flows from investing. 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. In 2025 , 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 $ 590 , a net decrease in AOCI of $ 14 , and a decrease in non-controlling interest of $ 576 . See note 21. • 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. See note 22. • 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 . See note 21. • The Company recorded a net decrease in investments in equity method affiliates of $ 14,586 , a net increase in other investments, at fair value of $ 14,586 , and an increase of $ 2,861 in other investments, sold not purchased resulting from an in-kind distribution from an equity method affiliate. • In connection with the Redemption Agreement, the Company recorded a reduction in the redeemable financial instrument of $ 5,146 and a corresponding increase of $ 5,146 in debt resulting from the issuance of the 2024 Note.  In 2023 , the Company had the following significant non-cash transactions that are not reflected on the statement of cash flows: • The Company net surrendered units of membership interests in the Operating LLC. The Company recognized a net increase in additional paid-in capital of $ 636 , a net decrease of $ 14 in AOCI, and a decrease of $ 622 in non-controlling interest. See note 21. • In conjunction with the consolidation of the SPAC Fund, the Company recorded an increase in receivables from brokers, dealers, and clearing agencies of $ 68,066 , an increase in other investments, at fair value of $ 40,388 , an increase in other assets of $ 63 , an increase in accounts payable of $ 82,711 , and an increase in other investments sold, not yet purchased of $ 25,806 . See note 4. • The Company recorded a net decrease in investments in equity method affiliates of $ 10,102 and a net increase in other investments, at fair value of $ 10,102 resulting from an in-kind distribution from an equity method affiliate. • 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 . F- 75 Table of Contents 31 . RELATED PARTY TRANSACTIONS  The Company has identified the following related party transactions for the years ended December 31, 2025 , 2024 , and 2023 . The transactions are listed by related party and, unless otherwise noted in the text of the description, the amounts are disclosed in the tables at the end of this section.  A. JKD Investor  The JKD Investor is an entity owned by Jack J. DiMaio, the vice chairman of the board of directors and vice chairman of the Operating LLC’s board of managers, and his spouse. On October 3, 2016, the Operating LLC and JKD Investor entered into the JKD Investment Agreement. The interest expense incurred relating to the JKD Investment Agreement is disclosed in the table below. See notes 4 and 20. Effective September 1, 2024, JKD Investor and the Operating LLC entered into the Redemption Agreement, which terminated the JKD Investment Agreement in its entirety and resulted in the full redemption of the redeemable financial instrument. Pursuant to the Redemption Agreement, the Company issued to JKD Investor the 2024 Note in the principal amount of $ 5,146 . The 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. On January 31, 2020, JKD Investor purchased $ 2,250 of the 2020 Notes. On January 31, 2022, the Operating LLC and JKD Investor entered into the 2022 Note Purchase Agreement, pursuant to which, among other things, on such date, (i) JKD Investor paid to the Operating LLC an additional $ 2,250 and (ii) in consideration for such funds, the Operating LLC issued to JKD Investor the 2020 Note in the aggregate principal amount of $ 4,500 . S ee note 20. The Company incurred interest expense on this debt, which is disclosed in the table below. B. DGC Trust DGC Trust has been identified as a related party because Daniel G. Cohen's children are the beneficiaries of the trust and the trust was established by Daniel G. Cohen, executive chairman of the Company’s board of directors and executive chairman of the Operating LLC’s board of managers. Daniel G. Cohen does not have any voting or dispositive control of securities held in the interest of the trust. 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.  C. Cohen Circle, LLC ("Cohen Circle")  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. The Company received payments under this sublease agreement, which are recorded as a reduction in rent and utility expenses. This sublease agreement commenced on August 1, 2018 and has a term that automatically renews for one year periods if not cancelled by either party upon 90 days’ notice prior to the end of the then-existing term. The income earned pursuant to this sublease agreement is included as a reduction in rent expense in the consolidated statements of income and is disclosed in the table below. F- 76 Table of Contents D. Investment Vehicles and Other  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. See note 4. CK Capital and AOI  In December 2019, the Company acquired a 45 % interest in CK Capital Partners B.V. ("CK Capital"). The Company purchased this interest for $ 18 (of which $ 17 was paid to an entity controlled by Daniel G. Cohen). CK Capital is a private company incorporated in the Netherlands and provides asset and investment advisory services relating to real estate holdings. In addition, the Company also acquired a 10 % interest in Amerisfoot Office Investment I Cooperatief U.A. ("AOI"), a real estate holding company, for $ 1 from entities controlled by Daniel G. Cohen. CK Capital and AOI are related parties as they are equity method investments of the Company. Income earned, or loss incurred, by the Company on the equity method investments in CK Capital and AOI is included in the tables below. In accordance with the CK Capital shareholders agreement, the Company may receive fees for consulting services provided by the Company to CK Capital. Any fees earned for such consulting services are included in principal transactions and other income in the table below. See note 12. 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 CREO JV is considered a related party because it is an equity method investment of the Company. The Company has an investment in and a servicing agreement with CREO JV. Income earned, or loss incurred, on the investment is included as part of principal transactions and other income. Revenue earned on the servicing contract is included as part of asset management in the table below. As of December 31, 2025 , the Company owned 7.5 % of the equity of CREO JV. U.S. Insurance JV  U.S. Insurance JV is considered a related party because it is an equity method investment of the Company. The Company has an investment in and a management contract with U.S. Insurance JV. Income earned, or loss incurred, on the investment is included as part of principal transactions and other income. Revenue earned on the management contract is included as part of asset management in the table below. As of December 31, 2025 , the Company owned 1.8 % of the equity of U.S. Insurance JV. SPAC Fund 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. Income earned, or loss incurred, on the investment prior to consolidation is included as part of principal transactions and other income in the table below. Revenue earned on the management contract prior to consolidation is included as part of asset management in the table below.  Stoa USA Inc. / FlipOS 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. / FlipOS. 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. / FlipOS. 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. F- 77 Table of Contents E. SPAC Sponsor Entities and Other In general, a SPAC is initially funded by a sponsor and that sponsor invests in and receives private placement and founder shares of the SPAC. The sponsor may be organized as a single legal entity or multiple entities under common control. In either case, the entity (or entities) is referred in this section as the sponsor of the applicable SPAC. The Company had the following transactions with various sponsors of SPACs that are related parties, which the Company does not consolidate. FTAC Athena Acquisition Corp. ("FTAC Athena") was a SPAC. The sponsor of FTAC Athena ("FTAC Athena Sponsor") is a related party as it was an equity method investment of the Company. On February 26, 2021, the Operating LLC entered into a letter agreement with FTAC Athena Sponsor whereby the Operating LLC would provide personnel to serve as the chief financial officer as well as other accounting and administrative services to FTAC Athena Sponsor for a period not longer than 24 months. As consideration for these services, the Company received an allocation of 35,000 founder shares of FTAC Athena stock to the Operating LLC and recorded an equity method investment of $ 40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below. FTAC Athena liquidated in 2023. F- 78 Table of Contents FTAC Zeus Acquisition Corp. ("FTAC Zeus") was a SPAC. The sponsor of FTAC Zeus ("FTAC Zeus Sponsor") is a related party as it was an equity method investment of the Company. On November 24, 2021, the Operating LLC entered into a letter agreement with FTAC Zeus 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 Zeus Sponsor for a period not longer than 24 months. As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Zeus stock to the Operating LLC and recorded an equity method investment of $ 40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below. FTAC Zeus liquidated in 2023. FTAC Emerald Acquisition Corp. ("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. On December 20, 2021, the Operating LLC entered into a letter agreement with FTAC Emerald 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 Emerald Sponsor for a period not longer than 24 months. 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 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 the Company's executive chairman, Daniel G. Cohen (the “Vellar Purchase Agreement”); and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar Opportunities GP LLC, a Delaware limited liability company (“Vellar GP”). Prior to entering into the Vellar Agreements, the Operating LLC was the managing member and owner of 33.4 % of Vellar GP. Pursuant to the Vellar Purchase Agreement, the Operating LLC sold all of its 33.4 % interest in Vellar GP to each of Solomon Cohen and Jason Capone for an aggregate of $ 10 . As of February 25, 2025 and as a result of the consummation of the transactions contemplated by the Vellar Purchase Agreement, the Company no longer had any investment in Vellar GP. Pursuant to the Vellar Purchase Agreement, the Operating LLC resigned as the managing member of Vellar GP, effective February 25, 2025. 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. 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. II 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. Other 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, 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. F- 79 Table of Contents The following table displays the routine transactions recognized in the statements of operations from the identified related parties that are described above. RELATED PARTY TRANSACTIONS (Dollars in Thousands) For the Years Ended December 31, 2025 2024 2023 Investment banking and new issue BTC Development Corp. $ 1,610 $ - $ - Columbus Circle SPAC 17,888 - - Crane Harbor Acquisition I 2,577 - - Crane Harbor Acquisition II 2,762 - - $ 24,837 $ - $ - Asset management CREO JV $ 530 $ 711 $ 113 SPAC Fund - - 173 U.S. Insurance JV 1,012 1,165 1,201 $ 1,542 $ 1,876 $ 1,487 Principal transactions and other income CK Capital Value Fund $ 14 $ - $ - Columbus Circle SPAC 70 - - CREO JV ( 341 ) 617 901 Other SPAC Entities - 5 50 SPAC Fund - - 28 Stoa USA Inc./FlipOS - - ( 6,847 ) U.S. Insurance JV 237 17 463 $ ( 20 ) $ 639 $ ( 5,405 ) Income (loss) from equity method affiliates Columbus Circle SPAC $ ( 3,467 ) $ - $ - Dutch Real Estate Entities 633 ( 759 ) 334 Other SPAC Entities ( 13,929 ) 22,463 15,275 $ ( 16,763 ) $ 21,704 $ 15,609 Operating expense (income) Cohen Circle ( 62 ) ( 104 ) ( 103 ) $ ( 62 ) $ ( 104 ) $ ( 103 ) Interest expense (income) JKD Investor 1,002 1,050 941 $ 1,002 $ 1,050 $ 941 The following related party transactions are non-routine and are not included in the table above.  F. Directors and Employees The Company has entered into employment agreements with Daniel G. Cohen, its executive chairman, and Joseph W. Pooler, Jr., its chief financial officer. 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 $ 500 , $ 438 , and $ 396 for the years ended December 31, 2025, 2024, and 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. Cohen. 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. Cohen. The Company purchased $ 26 and $ 0 from Grand Cru Farm during the years ended December 31, 2025 and 2024, respectively. F- 80 Table of Contents 32 . DUE FROM / DUE TO RELATED PARTIES  Amounts due to related parties related to redeemable financial instruments and outstanding debt are included as components of those balances in the consolidated balance sheets. In addition, interest or investment return owed on those balances are included as a component of accounts payable and other liabilities in the consolidated balance sheets. Any investment made in an equity method affiliate for which the Company does not elect the fair value option is included as a component of investments in equity method affiliates in the consolidated balance sheets. Any investment made in an equity method affiliate for which the Company elected the fair value option is included as a component of other investments, at fair value in the consolidated balance sheets. The following table summarizes the outstanding due from /due to related parties. These amounts may result from normal operating advances, employee advances, or from timing differences between the transactions disclosed in note 31 and final settlement of those transactions in cash. All amounts are primarily non-interest bearing.      DUE FROM/DUE TO RELATED PARTIES (Dollars in Thousands) December 31, 2025 December 31, 2024 CREO JV $ 123 $ 74 Employee & other 874 458 SPAC Fund - other receivable 159 127 U.S. Insurance JV 245 282 Due from Related Parties $ 1,401 $ 941 F- 81 Table of Contents 33. 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. II (NASDAQ: 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. F- 82 Table of Contents SCHEDULE I  COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Unaudited Balance Sheets (Dollars in Thousands) December 31, 2025 December 31, 2024 Assets Cash $ - $ - Investment in Cohen & Company, LLC 74,792 67,743 Prepaid income taxes - 20 Deferred tax asset 2,952 - Total assets $ 77,744 $ 67,763 Liabilities Accrued interest and other liabilities $ 302 $ 340 Deferred income taxes - 437 Accrued income taxes 539 - Debt 25,822 25,258 Total liabilities 26,663 26,035 Stockholders’ Equity Preferred Stock 27 27 Common Stock 21 20 Additional paid-in capital 78,539 76,704 Accumulated deficit ( 26,593 ) ( 34,016 ) Accumulated other comprehensive loss ( 914 ) ( 1,007 ) Total stockholders’ equity 51,080 41,728 Total liabilities and stockholders’ equity $ 77,743 $ 67,763  See accompanying notes to condensed financial statements. F- 83 Table of Contents  COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Unaudited Statements of Operations (Dollars in Thousands) For the Year Ended December 31, 2025 2024 2023 Revenues Equity in undistributed earnings / (loss) from Cohen & Company, LLC $ 16,348 $ 4,553 $ 3,708 Total revenues 16,348 4,553 3,708 Operating income / (loss) 16,348 4,553 3,708 Non-operating expense Interest expense ( 4,747 ) ( 4,695 ) ( 5,247 ) Income / (loss) before income taxes 11,601 ( 142 ) ( 1,539 ) Income tax (benefit) / expense ( 2,830 ) ( 13 ) 3,574 Net income / (loss) $ 14,431 $ ( 129 ) $ ( 5,113 )  See accompanying notes to condensed financial statements. F- 84 Table of Contents COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) Unaudited Statements of Cash Flows (Dollars in Thousands) For the Year Ended December 31, 2025 2024 2023 Operating activities Net income / (loss) $ 14,431 $ ( 129 ) $ ( 5,113 ) Adjustments to reconcile net income / (loss) to net cash provided by / (used) in operating activities: Equity in undistributed earnings / (loss) from Cohen & Company, LLC ( 16,348 ) ( 4,553 ) ( 3,708 ) Distributions from / (contributions to) Cohen & Company, LLC 9,954 6,428 6,223 Amortization of discount of debt 564 42 692 (Increase) / decrease in other assets 559 18 108 Increase / (decrease) in accounts payable and other liabilities ( 38 ) ( 2 ) 35 Increase / (decrease) in deferred income taxes ( 3,389 ) ( 31 ) 3,561 Net cash provided by / (used in) operating activities 5,733 1,773 1,798 Financing activities Proceeds from issuance of Common Stock - 154 - Cash used to net share settle equity awards ( 102 ) ( 54 ) ( 48 ) Dividends paid to stockholders ( 5,631 ) ( 1,873 ) ( 1,750 ) Net cash provided by / (used in) financing activities ( 5,733 ) ( 1,773 ) ( 1,798 ) Net increase (decrease) in cash and cash equivalents - - - Cash and cash equivalents, beginning of period - - - Cash and cash equivalents, end of period $ - $ - $ - See accompanying notes to condensed financial statements. F- 85 Table of Contents COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS Unaudited (Dollars in thousands) The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and related notes of Cohen & Company Inc. Certain prior period amounts have been reclassified to conform to the current period presentation. The Company paid or received cash distributions to / from Cohen & Company, LLC as disclosed above in the statements of cash flow. F-86