Cohen & Company (NYSE: COHN) posts 246% 2025 revenue surge and dividends
Rhea-AI Filing Summary
Cohen & Company Inc. reported a sharp turnaround for 2025, with total revenue of $275.6 million, up 246% from 2024, driven mainly by investment banking and new issue activity. Fourth-quarter revenue was $102.7 million.
Net income attributable to Cohen & Company Inc. was $14.4 million for 2025, or $4.35 per fully diluted share, compared with a small loss in 2024. Adjusted pre-tax income reached $41.4 million, or $6.92 per fully diluted share, highlighting stronger underlying profitability.
The board declared a regular quarterly dividend of $0.25 per share and a special dividend of $0.70 per share, in addition to a $2.00 special dividend announced in December 2025 and paid in January 2026.
Positive
- Revenue and earnings inflection: 2025 revenue rose to $275.6 million, up 246% from 2024, with net income attributable to Cohen & Company Inc. improving to $14.4 million and fully diluted adjusted pre-tax income per share reaching $6.92.
- Shareholder returns: The board declared a recurring quarterly dividend of $0.25 per share and a special dividend of $0.70 per share, on top of a $2.00 special dividend paid in January 2026.
Negative
- None.
Insights
2025 results show a powerful revenue rebound, improved profitability, and sizable shareholder payouts.
Cohen & Company Inc. delivered 2025 revenue of $275.6 million, a 246% increase from 2024, led by investment banking and new issue fees of $187.6 million. Fourth-quarter operating income was $30.0 million, showing strong exit momentum for the year.
Net income attributable to the company reached $14.4 million in 2025 versus a small loss in 2024, while adjusted pre-tax income climbed to $41.4 million. Fully diluted adjusted pre-tax income per share improved to $6.92, suggesting much better earnings power after including convertible interests.
The board approved a recurring quarterly dividend of $0.25 per share and a special dividend of $0.70 per share, following a prior $2.00 special dividend paid in January 2026. Management also highlighted a more robust transaction pipeline at Cohen & Company Capital Markets, indicating that future activity will depend on closing that pipeline into completed deals.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Cohen & Company Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
On March 6, 2026, Cohen & Company Inc., a Maryland corporation (the “Company”), issued a press release announcing the Company’s financial results for the fourth quarter and year ended December 31, 2025. A copy of the earnings release is attached to this report as Exhibit 99.1.
The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits. | |
| Exhibit Number |
Description | |
| 99.1* | Press release dated March 6, 2026 announcing Cohen & Company Inc.’s financial results for the fourth quarter and year ended December 31, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed electronically herewith.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COHEN & COMPANY INC. | |||
| Date: March 6, 2026 | By: | /s/ Joseph W. Pooler, Jr. | |
| Name: | Joseph W. Pooler, Jr. | ||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 99.1
COHEN & COMPANY REPORTS FOURTH QUARTER & FULL YEAR 2025 FINANCIAL RESULTS
Board Declares Quarterly Dividend of $0.25 per Share and Special Dividend of $0.70 per Share
Revenue of $102.7 Million in Fourth Quarter 2025 and $275.6 Million in Full Year 2025
Net Income Attributable to Cohen & Company Inc. of $8.1 Million, or $1.48 per Diluted Share, in Fourth Quarter 2025 and $14.4 Million, or $4.35 per Diluted Share, in Full Year 2025
Adjusted Pre-Tax Income of $18.3 Million, or $2.97 per Diluted Share, in Fourth Quarter 2025 and $41.4 Million, or $6.92 per Diluted Share, in Full Year 2025
Philadelphia and New York, March 6, 2026 – Cohen & Company Inc. (NYSE American: COHN) today reported financial results for its fourth quarter and full year ended December 31, 2025.
Summary Operating Results
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||
| ($ in thousands) | 12/31/25 | 9/30/25 | 12/31/24 | 12/31/25 | 12/31/24 | |||||||||||||||
| Investment banking and new issue | $ | 54,704 | $ | 68,606 | $ | 8,194 | $ | 187,608 | $ | 40,778 | ||||||||||
| Net trading | 13,819 | 13,560 | 8,947 | 47,347 | 36,409 | |||||||||||||||
| Asset management | 2,681 | 1,948 | 2,067 | 8,817 | 9,009 | |||||||||||||||
| Principal transactions and other revenue | 31,536 | 99 | (667 | ) | 31,792 | (6,598 | ) | |||||||||||||
| Total revenues | 102,740 | 84,213 | 18,541 | 275,564 | 79,598 | |||||||||||||||
| Compensation and benefits | 57,845 | 53,684 | 12,935 | 177,518 | 56,388 | |||||||||||||||
| Non-compensation operating expenses | 14,850 | 8,769 | 11,109 | 38,639 | 31,233 | |||||||||||||||
| Operating income (loss) | 30,045 | 21,760 | (5,503 | ) | 59,407 | (8,023 | ) | |||||||||||||
| Interest expense, net | (1,460 | ) | (1,472 | ) | (1,474 | ) | (5,876 | ) | (5,821 | ) | ||||||||||
| Gain on sale of management contracts | - | 1,897 | - | 2,734 | - | |||||||||||||||
| Income (loss) from equity method affiliates | (5,081 | ) | (12,663 | ) | (662 | ) | (16,763 | ) | 21,704 | |||||||||||
| Income (loss) before income tax expense (benefit) | 23,504 | 9,522 | (7,639 | ) | 39,502 | 7,860 | ||||||||||||||
| Income tax expense (benefit) | (2,275 | ) | 733 | (764 | ) | (632 | ) | (329 | ) | |||||||||||
| Net income (loss) | 25,779 | 8,789 | (6,875 | ) | 40,134 | 8,189 | ||||||||||||||
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | 5,254 | (6,853 | ) | 66 | (1,913 | ) | 8,675 | |||||||||||||
| Enterprise net income (loss) | 20,525 | 15,642 | (6,941 | ) | 42,047 | (486 | ) | |||||||||||||
| Less: Net income (loss) attributable to the convertible non-controlling interest | 12,424 | 11,049 | (4,988 | ) | 27,616 | (357 | ) | |||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | 8,101 | $ | 4,593 | $ | (1,953 | ) | $ | 14,431 | $ | (129 | ) | ||||||||
| Fully diluted net income (loss) per share | $ | 1.48 | $ | 2.58 | $ | (1.21 | ) | $ | 4.35 | $ | (0.08 | ) | ||||||||
| Adjusted pre-tax income (loss) (1) | $ | 18,250 | $ | 16,375 | $ | (7,705 | ) | $ | 41,415 | $ | (815 | ) | ||||||||
| Fully diluted adjusted pre-tax income (loss) per share (1) | $ | 2.97 | $ | 2.71 | $ | (1.32 | ) | $ | 6.92 | $ | (0.14 | ) | ||||||||
| (1) | Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per share are not measures recognized under U.S. generally accepted accounting principles (“GAAP”). See Note 1 below. |
Lester Brafman, Chief Executive Officer of Cohen & Company, said, “We are pleased to deliver strong fourth quarter and full year 2025 results, driven by the continued expansion of our client franchise, particularly within our full-service boutique investment bank, Cohen & Company Capital Markets (“CCM”), focused on frontier technologies, including digital assets, energy transition, and natural resources. In 2025, we strengthened our leadership team with the appointment of managing directors to expand our presence in the energy and energy transition sectors, as well as across space technology, aerospace, and communications infrastructure. During the year, CCM closed $43 billion in transactions and according to SPAC Research ranked number one in SPAC IPO underwritings by left book run deals and in de-SPAC advisory, with a leading share in de-SPAC PIPE transactions, reflecting the strength of our client franchise and execution capabilities.”
Brafman continued, “Supported by its growing team and strong pipeline of transactions, we believe that CCM is well positioned for continued success over the long term. CCM’s pipeline is significantly more robust than it was a year ago, reflecting our strong IPO presence and significant de-SPAC opportunities. Going forward we will continue to focus on being the advisor of choice to the growth and frontier technology sectors of the economy.”
Brafman concluded, “For the full year 2025, basic and fully diluted net income attributable to Cohen & Company Inc. per share was $8.33 and $4.35, respectively; total revenue was $275.6 million, an increase of 246% from 2024; and adjusted pre-tax income was $41.4 million, representing 15.0% of total revenue. We finished 2025 with $2.3 million of revenue per employee. We are pleased to announce a special dividend of $0.70 per share, as well as our recurring quarterly dividend of $0.25 per share. These dividends are in addition to the special dividend of $2.00 per share that was announced in December 2025 and paid in January 2026. As we look ahead, with first quarter 2026 revenue trending substantially higher than first quarter 2025, we are well-positioned to continue building on the significant momentum underway and remain confident in our ability to drive long-term, sustainable value for our stockholders.”
Financial Highlights
| · | Net income attributable to Cohen & Company Inc. was $8.1 million, or $1.48 per diluted share, for the three months ended December 31, 2025, compared to net income of $4.6 million, or $2.58 per diluted share, for the three months ended September 30, 2025, and net loss of $2.0 million, or $1.21 per diluted share, for the three months ended December 31, 2024. Adjusted pre-tax income was $18.3 million, or $2.97 per diluted share, for the three months ended December 31, 2025, compared to adjusted pre-tax income of $16.4 million, or $2.71 per diluted share, for the three months ended September 30, 2025, and adjusted pre-tax loss of $7.7 million, or $1.32 per diluted share, for the three months ended December 31, 2024. Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share are not measures recognized under GAAP. See Note 1 below. |
| · | Revenue was $102.7 million for the three months ended December 31, 2025, compared to $84.2 million for the prior quarter and $18.5 million for the prior year quarter. |
| o | Investment banking and new issue revenue was $54.7 million for the three months ended December 31, 2025, down $13.9 million from the prior quarter and up $46.5 million from the prior year quarter. CCM generated $50.8 million, $68.6 million, and $7.5 million of the investment banking and new issue revenue in 4Q25, 3Q25, and 4Q24, respectively. From time to time, CCM receives financial instruments in lieu of cash as consideration for underwriting, advisory, and new issue placement services provided. The fair value of the financial instruments received is recorded as investment banking and new issue revenue at the time it is received using the share price on the day after the transaction closes. Any subsequent changes in the share price are also recorded as investment banking and new issue revenue. Certain financial instruments are subject to transfer and selling restrictions, thus they are not able to be immediately monetized. |
| o | Net trading revenue was $13.8 million for the three months ended December 31, 2025, up $0.3 million from the prior quarter and up $4.9 million from the prior year quarter. The increase from the prior quarter was due primarily to higher trading revenue from the Company’s mortgage group, and the increase from the prior year quarter reflected higher trading revenue from the Company’s mortgage group, and the SPAC equity and SBA trading desks. |
| o | Asset management revenue was $2.7 million for the three months ended December 31, 2025, up $0.7 million from the prior quarter and up $0.6 million from the prior year quarter. The change from both the prior quarters was primarily due to incentive fees related to one of the Company’s European funds recorded in the current quarter. |
2
| o | Principal transactions and other revenue was positive $31.5 million for the three months ended December 31, 2025, compared to positive $0.1 million in the prior quarter and negative $0.7 million in the prior year quarter. The December 5, 2025 closing of the business combination between our sponsored-SPAC, Columbus Circle Capital Corp I, and ProCap Financial, Inc. resulted in $33.0 million of principal transactions revenue in the current quarter including the markup of consolidated founder and placement shares held by the sponsor of the SPAC after the business combination closing. In addition, during the fourth quarter, there was $16.5 million of compensation and benefits expense related to founder shares allocable to employees upon the closing and $8.5 million of non-convertible, non-controlling interest expense related to founder shares allocable to third party investors in the consolidated sponsor. |
| · | Compensation and benefits expense during the three months ended December 31, 2025 increased $4.2 million from the prior quarter and increased $44.9 million from the prior year quarter, primarily due to fluctuations in revenue and the related variable incentive compensation. During the current quarter, $16.5 million of the compensation and benefits expense related to founder shares allocable to employees upon the December 5, 2025 closing of the business combination between Columbus Circle Capital Corp I and ProCap Financial, Inc. The number of Company employees was 126 as of December 31, 2025, compared to 124 as of September 30, 2025, and 113 as of December 31, 2024. |
| · | Interest expense during the three months ended December 31, 2025 was $1.5 million, including $1.2 million on our trust preferred securities debt, $0.2 million on our senior promissory notes, and $45 thousand on our bank credit facility. |
| · | Loss from equity method affiliates for the three months ended December 31, 2025 was $5.1 million, compared to $12.7 million for the prior quarter and $0.7 million for the prior year quarter. |
| · | Income tax benefit for the three months ended December 31, 2025 was $2.3 million, compared to income tax expense of $0.7 million in the prior quarter, and income tax benefit of $0.8 million in the prior year quarter. The current quarter included a $2.8 million deferred tax benefit, partially offset by $0.5 million of current tax expense. Most of the benefit was a result of the reduction of the valuation allowance against carryforward tax assets. The Company will continue to evaluate its operations on a quarterly basis and may adjust the valuation allowance applied against the Company's net operating loss and net capital loss tax assets. Future adjustments could be material and may result in additional tax benefit or tax expense. |
Total Equity and Dividend Declaration
| · | As of December 31, 2025, total equity was $103.1 million, compared to $90.3 million as of December 31, 2024; the non-convertible non-controlling interest component of total equity was $0.4 million as of December 31, 2025 and $11.5 million as of December 31, 2024. Thus, the total equity excluding the non-convertible non-controlling interest component was $102.6 million as of December 31, 2025, a $23.8 million increase from $78.8 million as of December 31, 2024. |
| · | The Company’s Board of Directors has declared a quarterly dividend of $0.25 per share and a special dividend of $0.70 per share, both payable on April 3, 2026, to stockholders of record as of March 20, 2026. The Board of Directors will continue to evaluate the dividend policy each quarter, and future decisions regarding dividends may be impacted by quarterly operating results and the Company’s capital needs. |
Conference Call
The Company will host a conference call at 10:00 a.m. Eastern Time (ET), today, March 6, 2026, to discuss these results. The conference call will be available via webcast. Interested parties can access the webcast by clicking the webcast link on the Company’s homepage at www.cohenandcompany.com. Those wishing to listen to the conference call with operator assistance can dial (877) 524-8416 (domestic) or +1 (412) 902-1028 (international). A replay of the call will be available for three days following the call by dialing (877) 660-6853 or (201) 612-7415, with participant passcode 13758883.
3
About Cohen & Company
Cohen & Company is a financial services company specializing in an expanding range of capital markets and asset management services. Cohen & Company’s operating segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets segment consists of sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services, operating primarily through Cohen & Company’s subsidiaries, Cohen & Company Securities, LLC (“Cohen Securities”) in the United States and Cohen & Company Financial (Europe) S.A. in Europe. A division of Cohen Securities, Cohen & Company Capital Markets (“CCM”) is the Company’s full-service boutique investment bank providing capital markets and SPAC advisory services to corporations, financial sponsors, investors, and institutions. The Capital Markets business segment also includes investment returns on financial instruments that the Company has received as consideration for investment banking and new issue services provided by CCM. The Asset Management segment manages and services assets through investment funds, managed accounts, joint ventures, and collateralized debt obligations. As of December 31, 2025, the Company had approximately $1.4 billion of assets under management in primarily fixed income assets in a variety of asset classes including European bank and insurance trust preferred securities, debt issued by small and medium sized European, U.S., and Bermudian insurance and reinsurance companies, and servicing commercial real estate loans. The Principal Investing segment is comprised primarily of investments the Company has made for the purpose of earning an investment return rather than investments made to support its trading or other capital markets business activity. For more information, please visit www.cohenandcompany.com.
Note 1: Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per share are non-GAAP measures of performance. Please see the discussion under “Non-GAAP Measures” below. Also see the tables below for the reconciliations of non-GAAP measures of performance to their corresponding GAAP measures of performance.
Forward-looking Statements
This communication contains certain statements, estimates, and forecasts with respect to future performance and events. These statements, estimates, and forecasts are “forward-looking statements.” In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negatives thereof or variations thereon or similar terminology. All statements other than statements of historical fact included in this communication are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties, and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied in the forward-looking statements including, but not limited to, those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in our filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website at www.sec.gov and our website at www.cohenandcompany.com/investor-relations/sec-filings. Such risk factors include the following: (a) a decline in general economic conditions or the global financial markets, including those caused by inflation, raising interest rates, and the current geopolitical situation, (b) unfavorable market conditions may lead to a reduction in revenues from our investment banking and new issue revenues, including from underwriting and placement activities, (c) losses caused by financial or other problems experienced by third parties, (d) losses due to unidentified or unanticipated risks, (e) a lack of liquidity, i.e., ready access to funds for use in our businesses, (f) the ability to attract and retain personnel, (g) litigation and regulatory proceedings, (h) reputational harm due to losses or our inability to sell securities we purchase as an underwriter at the anticipated price levels, (i) competitive pressure, (j) an inability to generate incremental income from new or expanded businesses, (k) unanticipated market closures or effects due to inclement weather or other disasters, (l) losses (whether realized or unrealized) on our principal investments, (m) the possibility that payments to the Company of subordinated management fees from its CDOs will continue to be deferred or will be discontinued, (n) the possibility that the Company’s stockholder rights plan may fail to preserve the value of the Company’s deferred tax assets, whether as a result of the acquisition by a person of 5% of the Company’s common stock or otherwise, (o) the Company’s reduction in the volume of its investments into SPACs, (p) the difficulty in identifying potential business combinations as a result of increased competition in the SPAC market, (q) the value of the Company’s holdings of founders shares in post-business combination companies is volatile and may decline and the possibility that significant portions of the founder shares may remain restricted for a long period of time, (r) the possibility that the Company will stop paying quarterly dividends to its stockholders, (s) the impacts of rising interest rates and inflation, and (t) that CCM’s gross pipeline of possible transactions over the next 12 to 18 months may not result in transactions that are consummated and total recognition of all pipeline fees. As a result, there can be no assurance that the forward-looking statements included in this communication will prove to be accurate or correct. In light of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in this communication might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
4
Cautionary Note Regarding Quarterly Financial Results
Due to the nature of our business, our revenue and operating results may fluctuate materially from quarter to quarter. Accordingly, revenue and net income in any particular quarter may not be indicative of future results. Further, our employee compensation arrangements are in large part incentive-based and, therefore, will fluctuate with revenue. The amount of compensation expense recognized in any one quarter may not be indicative of such expense in future periods. As a result, we suggest that annual results may be the most meaningful gauge for investors in evaluating our business performance.
5
COHEN & COMPANY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||
| 12/31/25 | 9/30/25 | 12/31/24 | 12/31/25 | 12/31/24 | ||||||||||||||||
| Revenues | ||||||||||||||||||||
| Investment banking and new issue | $ | 54,704 | $ | 68,606 | $ | 8,194 | $ | 187,608 | $ | 40,778 | ||||||||||
| Net trading | 13,819 | 13,560 | 8,947 | 47,347 | 36,409 | |||||||||||||||
| Asset management | 2,681 | 1,948 | 2,067 | 8,817 | 9,009 | |||||||||||||||
| Principal transactions and other revenue | 31,536 | 99 | (667 | ) | 31,792 | (6,598 | ) | |||||||||||||
| Total revenues | 102,740 | 84,213 | 18,541 | 275,564 | 79,598 | |||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Compensation and benefits | 57,845 | 53,684 | 12,935 | 177,518 | 56,388 | |||||||||||||||
| Business development, occupancy, equipment | 2,039 | 2,041 | 2,018 | 7,897 | 6,617 | |||||||||||||||
| Subscriptions, clearing, and execution | 8,650 | 2,771 | 2,645 | 15,927 | 9,639 | |||||||||||||||
| Professional services and other operating | 3,964 | 3,774 | 6,283 | 14,091 | 14,421 | |||||||||||||||
| Depreciation and amortization | 197 | 183 | 163 | 724 | 556 | |||||||||||||||
| Total operating expenses | 72,695 | 62,453 | 24,044 | 216,157 | 87,621 | |||||||||||||||
| Operating income (loss) | 30,045 | 21,760 | (5,503 | ) | 59,407 | (8,023 | ) | |||||||||||||
| Non-operating income (expense) | ||||||||||||||||||||
| Interest expense, net | (1,460 | ) | (1,472 | ) | (1,474 | ) | (5,876 | ) | (5,821 | ) | ||||||||||
| Gain on sale of management contracts | - | 1,897 | - | 2,734 | - | |||||||||||||||
| Income (loss) from equity method affiliates | (5,081 | ) | (12,663 | ) | (662 | ) | (16,763 | ) | 21,704 | |||||||||||
| Income (loss) before income tax expense (benefit) | 23,504 | 9,522 | (7,639 | ) | 39,502 | 7,860 | ||||||||||||||
| Income tax expense (benefit) | (2,275 | ) | 733 | (764 | ) | (632 | ) | (329 | ) | |||||||||||
| Net income (loss) | 25,779 | 8,789 | (6,875 | ) | 40,134 | 8,189 | ||||||||||||||
| Less: Net income (loss) attributable to the non-convertible non-controlling interest | 5,254 | (6,853 | ) | 66 | (1,913 | ) | 8,675 | |||||||||||||
| Enterprise net income (loss) | 20,525 | 15,642 | (6,941 | ) | 42,047 | (486 | ) | |||||||||||||
| Less: Net income (loss) attributable to the convertible non-controlling interest | 12,424 | 11,049 | (4,988 | ) | 27,616 | (357 | ) | |||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | 8,101 | $ | 4,593 | $ | (1,953 | ) | $ | 14,431 | $ | (129 | ) | ||||||||
| Earnings per share | ||||||||||||||||||||
| Basic | ||||||||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | 8,101 | $ | 4,593 | $ | (1,953 | ) | $ | 14,431 | $ | (129 | ) | ||||||||
| Basic shares outstanding | 1,742 | 1,741 | 1,631 | 1,732 | 1,615 | |||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. per share | $ | 4.65 | $ | 2.64 | $ | (1.20 | ) | $ | 8.33 | $ | (0.08 | ) | ||||||||
| Fully Diluted | ||||||||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | 8,101 | $ | 4,593 | $ | (1,953 | ) | $ | 14,431 | $ | (129 | ) | ||||||||
| Net income (loss) attributable to the convertible non-controlling interest | 12,424 | 11,049 | (4,988 | ) | 27,616 | (357 | ) | |||||||||||||
| Income tax and conversion adjustment | (11,432 | ) | (107 | ) | 62 | (16,022 | ) | 33 | ||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. for fully diluted net income (loss) per share calculation | $ | 9,093 | $ | 15,535 | $ | (6,879 | ) | $ | 26,025 | $ | (453 | ) | ||||||||
| Basic shares outstanding | 1,742 | 1,741 | 1,631 | 1,732 | 1,615 | |||||||||||||||
| Unrestricted Operating LLC membership units exchangeable into COHN shares | 4,128 | 4,129 | 4,063 | 4,123 | 4,061 | |||||||||||||||
| Additional dilutive shares | 267 | 162 | - | 129 | - | |||||||||||||||
| Fully diluted shares outstanding (1) | 6,137 | 6,032 | 5,694 | 5,984 | 5,676 | |||||||||||||||
| Fully diluted net income (loss) per share | $ | 1.48 | $ | 2.58 | $ | (1.21 | ) | $ | 4.35 | $ | (0.08 | ) | ||||||||
| Reconciliation of adjusted pre-tax income (loss) to net income (loss) attributable to Cohen & Company Inc. and calculations of per share amounts | ||||||||||||||||||||
| Net income (loss) attributable to Cohen & Company Inc. | $ | 8,101 | $ | 4,593 | $ | (1,953 | ) | $ | 14,431 | $ | (129 | ) | ||||||||
| Addback (deduct): Income tax expense (benefit) | (2,275 | ) | 733 | (764 | ) | (632 | ) | (329 | ) | |||||||||||
| Addback (deduct): Net income (loss) attributable to the convertible non-controlling interest | 12,424 | 11,049 | (4,988 | ) | 27,616 | (357 | ) | |||||||||||||
| Adjusted pre-tax income (loss) | $ | 18,250 | $ | 16,375 | $ | (7,705 | ) | $ | 41,415 | $ | (815 | ) | ||||||||
| Adjusted fully diluted shares outstanding (2) | 6,137 | 6,032 | 5,852 | 5,984 | 5,758 | |||||||||||||||
| Fully diluted adjusted pre-tax income (loss) per share | $ | 2.97 | $ | 2.71 | $ | (1.32 | ) | $ | 6.92 | $ | (0.14 | ) | ||||||||
| (1) When the fully diluted net income (loss) per share is anti-dilutive, the basic shares outstanding are presented on this line item. | |||||||||
| (2) Adjusted fully diluted shares outstanding includes (a) weighted average unrestricted and restricted Operating LLC units exchangeable into COHN shares and (b) weighted average unrestricted and restricted shares, even during periods when the corresponding GAAP calculation of fully diluted shares outstanding above does not include them. The Operating LLC units are always included because the non-GAAP measure of performance, adjusted pre-tax income (loss), always includes net income (loss) attributable to the corresponding convertible interest. | |||||||||
6
COHEN & COMPANY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
| December 31, 2025 | ||||||||
| (unaudited) | December 31, 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 | ||||||
| Investment 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 | ||||||
| Trading securities sold, not yet purchased | 36,617 | 36,432 | ||||||
| Other investments sold, not yet purchased, at fair value | - | 1,651 | ||||||
| Securities sold under agreements to repurchase | 400,391 | 695,966 | ||||||
| Operating lease liability | 16,959 | 16,575 | ||||||
| Debt | 32,895 | 34,904 | ||||||
| Total liabilities | 597,499 | 880,866 | ||||||
| Equity | ||||||||
| Voting non-convertible preferred stock | 27 | 27 | ||||||
| Common stock | 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 | ||||
7
Non-GAAP Measures
Adjusted pre-tax income (loss) and adjusted pre-tax income (loss) per diluted share
Adjusted pre-tax income (loss) is not a financial measure recognized by GAAP. Adjusted pre-tax income (loss) represents net income (loss) attributable to Cohen & Company Inc., computed in accordance with GAAP, excluding income tax expense (benefit), plus the net income (loss) attributable to the convertible non-controlling interest. Income tax expense (benefit) has been excluded because a pre-tax measurement of enterprise earnings that includes net income (loss) attributable to the convertible non-controlling interest is a useful and appropriate measure of performance. Furthermore, our income tax expense (benefit) has been, and we expect it will continue to be, a substantially non-cash item for the foreseeable future, generated from adjustments in our valuation allowance applied to the Company’s gross deferred tax assets. Convertible non-controlling interest is added back to adjusted pre-tax income (loss) because the underlying Cohen & Company, LLC equity units are convertible into Cohen & Company Inc. shares. Adjusted pre-tax income (loss) per diluted share is calculated by dividing adjusted pre-tax income (loss) by diluted shares outstanding, both of which include adjustments used in the corresponding calculation in accordance with GAAP.
We present adjusted pre-tax income (loss) and related per diluted share amounts in this release because we consider them to be useful and appropriate supplemental measures of our performance. Adjusted pre-tax income (loss) and related per diluted share amounts help us to evaluate our performance without the effects of certain GAAP calculations that may not have a direct cash or recurring impact on our current operating performance. In addition, our management uses adjusted pre-tax income (loss) and related per diluted share amounts to evaluate the performance of our enterprise operations. Adjusted pre-tax income (loss) and related per diluted share amounts, as we define them, are not necessarily comparable to similarly named measures of other companies and may not be appropriate measures for performance relative to other companies. Adjusted pre-tax income (loss) should not be assessed in isolation from or construed as a substitute for net income (loss) attributable to Cohen & Company Inc. prepared in accordance with GAAP. Adjusted pre-tax income (loss) is not intended to represent and should not be considered to be a more meaningful measure than, or an alternative to, measures of operating performance as determined in accordance with GAAP.
Contact:
| Investors - | Media - |
| Cohen & Company Inc. | Joele Frank, Wilkinson Brimmer Katcher |
| Joseph W. Pooler, Jr. | Joseph Sala or Zach Genirs |
| Executive Vice President and | 212-355-4449 |
Chief Financial Officer
215-701-8952
investorrelations@cohenandcompany.com
8