Cohen Company SEC Filings

Cohen & Company Inc. reported an insider equity award for director Mr. Dawson. On 12/19/2025, he was granted 2,300 shares of the Company’s common stock at a price of $0.00 per share under the Company’s 2020 Long-Term Incentive Plan, as amended.

Following this grant, Mr. Dawson directly owns 2,300 shares of common stock. He also indirectly owns 30,016 shares through Corriente Private Trust, where he is the primary trustee and sole beneficiary and has voting and investment control over the securities held there.

Cohen & Co Inc. insider Mr. Cohen, who serves as Executive Chairman, director, and a 10% owner, reported an equity award and updated holdings. On 12/19/2025, he received 211,000 restricted membership units in Cohen & Company, LLC, a subsidiary, under the 2020 Long-Term Incentive Plan. The restrictions lapse in three equal parts on January 31, 2027, January 31, 2028, and January 31, 2029.

After each tranche vests, Mr. Cohen may have the units redeemed by the subsidiary for either cash or one share of Cohen & Co Inc. common stock for every ten units, at the company’s option. Following this grant, he reports 22,725,822 derivative securities held directly, 82,757 common shares held directly, and 80,000 common shares held indirectly through the EBC 2013 Family Trust, along with 5,252,002 membership units in the subsidiary owned by Cohen Bros. Financial, LLC, of which he is the sole member.

Cohen & Company Inc. director Ms. Liberto reported receiving an equity award of common stock in the company. On 12/19/2025, she was awarded 2,300 shares of Cohen & Company Inc. common stock, par value $0.01 per share, at a stated price of $0.00 per share. The award was granted under the Company's 2020 Long-Term Incentive Plan, as amended. Following this transaction, Ms. Liberto beneficially owned 17,938 shares of Cohen & Company Inc. common stock in direct ownership.

Cohen & Co Inc. reported an insider equity award for its Chief Executive Officer. On 12/19/2025, CEO Daniel Brafman received 211,000 restricted membership units in Cohen & Company, LLC under the company’s 2020 Long-Term Incentive Plan. These units vest in three equal installments on January 31, 2027, January 31, 2028 and January 31, 2029.

After each vesting date, Mr. Brafman may cause the LLC to redeem vested units for either cash or, at the company’s option, one share of common stock for every ten units. Following this award, he beneficially owns 315,702 shares of Cohen & Co Inc. common stock directly and 1,599,316 derivative securities linked to the company’s common stock.

Cohen & Co Inc. reported an equity award for Chief Accounting Officer Douglas Listman. On 12/19/2025, he acquired 12,000 shares of common stock at a price of $0.00 per share, reflecting a grant rather than an open-market purchase. After this transaction, he beneficially owned 32,186 common shares directly.

The award consists of restricted shares granted under the Company’s 2020 Long-Term Incentive Plan. The restrictions on these shares are scheduled to lapse in three equal installments, with one-third vesting on January 31, 2027, one-third on January 31, 2028, and the final third on January 31, 2029, aligning the officer’s compensation with longer-term company performance.

Cohen & Company Inc. executive Joseph W. Pooler, Jr., who serves as EVP, CFO and Treasurer, reported an equity grant from the company. On December 19, 2025, he was awarded 15,500 restricted shares of common stock at a price of $0.00 per share under the company’s 2020 Long-Term Incentive Plan. Following this grant, he beneficially owns 82,942 shares of Cohen & Company common stock on a direct basis.

The restrictions on the 15,500 restricted shares are scheduled to lapse in equal installments over three years. One-third of the award will vest on January 31, 2027, another third on January 31, 2028, and the final third on January 31, 2029, aligning the executive’s compensation with longer-term company performance.

Cohen & Company Inc.12/19/2025, he was granted 2,300 shares of Cohen & Company Inc. common stock, par value $0.01 per share, under the Company’s 2020 Long-Term Incentive Plan, as amended. The award was recorded at a price of $0.00 per share, reflecting a stock grant rather than a purchase for cash. Following this transaction, Mr. Haraburda beneficially owned 13,884 shares of Cohen & Company Inc. common stock, held as a direct ownership position.

Cohen & Company Inc. reported receiving 2,151,666 Class B ordinary shares of Columbus Circle Capital Corp. I through a sponsor distribution made on December 3, 2025 for no consideration. The distribution came from Columbus Circle 1 Sponsor Corp, which transferred a total of 8,245,833 Class B ordinary shares and 265,000 private placement units to its members and certain related members.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon the issuer’s initial business combination and are subject to time- and price-based vesting and a six-month transfer lock-up after that closing under existing agreements. Following the transaction, Cohen & Company entities beneficially owned 2,239,166 Class B ordinary shares, including 87,500 shares held by the sponsor over which Cohen & Company, LLC has voting and investment discretion, while both Cohen and Cohen LLC disclaim beneficial ownership beyond any pecuniary interest.

Cohen & Company Inc. reported the closing of a previously announced SPAC business combination involving Columbus Circle Capital Corp. I and ProCap BTC, LLC, with ProCap Financial, Inc. as the go-forward company. At closing on December 5, 2025, the SPAC and ProCap BTC merged into subsidiaries of ProCap Financial, whose common stock and warrants began trading on The Nasdaq Global Market under the symbols “BRR” and “BRRWW” on December 8, 2025.

The SPAC sponsor, in which Cohen’s operating subsidiary is the managing member, had held 8,333,333 founder shares that were converted into ProCap Financial common stock. These ProCap Shares are subject to transfer restrictions that end at the earlier of the second anniversary of closing, the stock trading at or above $10.21 for 20 days within 30 trading days, or Bitcoin’s volume‑weighted average price reaching $140,000 over a specified 120‑hour period. Cohen’s Operating LLC received approximately 2,150,000 ProCap Financial shares, and certain executives and key employees also received shares previously held by the sponsor.