Cohen & Company (NYSE: COHN) sets up $75M ATM offering

Rhea-AI Filing Summary

Cohen & Company Inc. entered into a new Equity Distribution Agreement with Northland Securities and Cohen & Company Securities to establish an at-the-market stock offering program. The company may issue and sell common shares with an aggregate offering price of up to $75,000,000 through the sales agents.

Under current SEC limits, the company is permitted to sell up to $13,094,305 in shares, representing one-third of its non-affiliate public float. Each sales agent will receive a 2.5% commission on gross proceeds. A prior equity distribution agreement with Northland dated October 5, 2023 was terminated in connection with this new arrangement.

8-K Event Classification

4 items: 1.01, 1.02, 9.01, 10.1

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Item 10.1 Item 10.1

Understanding 8-K Material Events →

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Registrant Name Cohen & Co Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

Cohen & Company Inc.

(Exact name of registrant as specified in its charter)

Maryland		1-32026		16-1685692
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Cira Centre 2929 Arch Street, Suite 1703 Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

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
Common Stock, par value $0.01 per share		COHN		The NYSE American Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

On February 20, 2026, Cohen & Company Inc., a Maryland corporation (the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) with Northland Securities, Inc. (trade name Northland Capital Markets) (“Northland”) and Cohen & Company Securities, LLC (“Cohen Securities”), as sales agents (Cohen Securities 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 $75,000,000 (the “Shares”). Sales of the Shares, if any, under the 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 Securities and Exchange Commission (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 $13,094,305 in Shares under the Agreement, which represents one-third of the value of the Company’s outstanding common stock held by non-affiliates of the Company. Cohen Securities is a subsidiary of Cohen & Company, LLC, the Company’s operating subsidiary.

The 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.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 10.1 by reference. In connection with the ATM Program, Duane Morris LLP provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Company’s execution of the Agreement, the Equity Distribution Agreement, dated October 5, 2023, by and between the Company and Northland, was terminated.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
5.1*		Opinion of Duane Morris LLP.
10.1*		Equity Distribution Agreement, dated February 20, 2026, by and between Cohen & Company Inc. and Northland Capital Markets.
23.1*		Consent of Duane Morris LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (Embedded within the inline XBRL document).

* Filed electronically herewith. 

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: February 20, 2026	By:	/s/ Joseph W. Pooler, Jr.
		Name:	Joseph W. Pooler, Jr.
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did Cohen & Company Inc. (COHN) announce regarding its new ATM program?

Cohen & Company Inc. launched a new at-the-market stock program under an Equity Distribution Agreement with Northland Securities and Cohen & Company Securities, allowing issuance and sale of common shares up to $75,000,000 over time through the sales agents.

How much stock can Cohen & Company Inc. (COHN) currently sell under the ATM agreement?

Cohen & Company Inc. is currently permitted to sell up to $13,094,305 in common shares under the at-the-market program. This amount equals one-third of the value of its outstanding common stock held by non-affiliates, in line with SEC limitations.

What fees will the sales agents receive in Cohen & Company Inc. (COHN)'s ATM program?

Each sales agent will earn a 2.5% commission on gross proceeds from shares sold in the at-the-market program. This commission applies to Cohen & Company Inc.’s common stock issued and sold through Northland Securities and Cohen & Company Securities under the Equity Distribution Agreement.

Which prior agreement did Cohen & Company Inc. (COHN) terminate when starting this ATM program?

Cohen & Company Inc. terminated an earlier Equity Distribution Agreement with Northland dated October 5, 2023. That earlier arrangement was ended in connection with the execution of the new February 20, 2026 Equity Distribution Agreement for the current at-the-market offering.

Under what registration statement will Cohen & Company Inc. (COHN) sell ATM shares?

The ATM shares will be sold under Cohen & Company Inc.’s shelf registration on Form S-3, File No. 333-275186, together with its related prospectus and any successor registration statement covering the offered common stock.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 208.6 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 18.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB