Cohen & Co names Daniel G. Cohen CEO, replacing Brafman
Brafman’s agreement includes 18-month employee non-solicitation and non-interference covenants and 12-month client and vendor non-solicitation covenants.
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Rhea-AI Filing Summary
Cohen & Co Inc. appointed Executive Chairman Daniel G. Cohen as chief executive officer of the company and its operating subsidiary, effective November 10, 2026, succeeding Lester R. Brafman, whose resignation took effect at the close of business that day. Cohen remains Executive Chairman, and his compensation will not change. Brafman remains a Senior Advisor through November 30, 2026, when his employment ends. The company stated Brafman’s resignation was not the result of any disagreement concerning its operations, policies or practices.
Under the separation agreement, benefits are conditional on Brafman signing and not revoking it, reaffirming it after November 30 without revocation, and continuing to comply with its terms. Through November 30 he continues to receive base salary and participate in group health, dental and supplemental health plans. The agreement confirms previously awarded deferred compensation of $1,053,696 on December 31, 2027, and $3,779,136 on December 31, 2028. It also gives him the right to have the operating subsidiary redeem all vested LLC Units for cash or, at the company’s option, common shares at one share per 10 LLC Units, subject to adjustment.
Filing Explained
A separate governance term is that Lester R. Brafman granted Cohen & Company an irrevocable proxy to vote all of his Operating LLC membership interests, giving the company authority over the votes attached to those interests.
8-K Event Classification
Key Figures
Key Terms
Non-Qualified Deferred Compensation Plan financial
vested LLC Units technical
irrevocable proxy regulatory
assets under management financial
employee non-solicitation regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who is the new CEO of COHN?
What deferred compensation will Lester Brafman receive?
How can Lester Brafman redeem his vested LLC Units?
What post-employment restrictions apply to Lester Brafman?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 | ||
| |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Chief Executive Officer
On November 9, 2026, Lester R. Brafman notified Cohen & Company Inc., a Maryland corporation (the “Company”), of his decision to resign as Chief Executive Officer of the Company, Cohen & Company, LLC, a Delaware limited liability company and the operating subsidiary of the Company (the “Operating LLC”), and Cohen & Company Securities, LLC, the Company’s wholly owned broker-dealer subsidiary, effective as of the close of business on November 10, 2026 (the “Transition Date”). Mr. Brafman will remain employed by the Company as a non-executive Senior Advisor from the Transition Date through November 30, 2026 (the “Separation Date”), on which date his employment with the Company will terminate. In connection with his resignation, Mr. Brafman also resigned from the Board of Managers of the Operating LLC, as Chairman of the Board of Directors of Cohen & Company Financial (Europe) Limited S.A. and from each other board position he held with affiliates of the Company. Mr. Brafman’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Chief Executive Officer
On November 9, 2026, the Board of Directors of the Company (the “Board”) appointed Daniel G. Cohen, the Company’s Executive Chairman, to serve as Chief Executive Officer of the Company and the Operating LLC, effective as of the Transition Date. Mr. Cohen will continue to serve as Executive Chairman of the Board and of the Board of Managers of the Operating LLC.
Mr. Cohen, age 56, has served as the Executive Chairman of the Board and of the Board of Managers of the Operating LLC since May 24, 2022, and previously served as Chief Executive Officer of the Company and of the Operating LLC from December 16, 2009 to September 16, 2013. Additional biographical information regarding Mr. Cohen is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2026 (the “Proxy Statement”) under the caption “Proposal One - Election of Directors—Names of the Director Nominees and Biographical Information; Qualifications” and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Cohen and any other person pursuant to which he was appointed as Chief Executive Officer. There is no family relationship between Mr. Cohen and any director or executive officer of the Company. Information regarding transactions between the Company and Mr. Cohen that are required to be disclosed under Item 404(a) of Regulation S-K is set forth in the Proxy Statement under the caption “Certain Relationships and Related Party Transactions” and in note 23 (Related Party Transactions) to the consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and Exchange Commission on August 3, 2026, each of which is incorporated herein by reference.
Mr. Cohen’s compensation will not change in connection with his appointment as Chief Executive Officer.
Separation Agreement
In connection with Mr. Brafman’s resignation, the Company and Mr. Brafman entered into a separation agreement and general release, dated November 9, 2026 (the “Separation Agreement”). Under the Separation Agreement, subject to Mr. Brafman executing and not revoking the Separation Agreement, re-affirming the Separation Agreement following the Separation Date and not revoking such re-affirmation, and his continued compliance with its terms, Mr. Brafman will be entitled to receive the following (collectively, the “Separation Benefits”):
| · | a lump-sum cash payment of $3,000,000 in lieu of a bonus for the 2026 calendar year, payable within 30 days following the Separation Date; |
| · | a lump-sum cash severance payment of $2,250,000, which amount is equal to three times his base salary, payable within 30 days following the Separation Date, plus an additional $750,000 severance payment payable on December 31, 2027; |
| · | payment by the Company of premiums for continued health, dental and supplemental health insurance coverage under COBRA for Mr. Brafman and his eligible dependents, if elected, while they remain eligible for such coverage; |
| · | accelerated vesting, as of the Separation Date, of all of his 822,000 unvested restricted units of membership interests in the Operating LLC (“LLC Units”), and, at his written request delivered no later than the Separation Date, the repurchase by the Company of 52% of such LLC Units to provide liquidity to pay taxes from the accelerated vesting; |
| · | accelerated vesting, as of the Separation Date, of all of his 1,605,000 unvested LTIP Units of the Operating LLC, which will convert on the Separation Date into 1,605,000 LLC Units, and, if he elects prior to March 31, 2027 to cause the Operating LLC to redeem all such LLC Units, at least 37% of such LLC Units will be redeemed for cash to provide liquidity to pay taxes from the redemption; |
| · | the retention of his founder shares in Columbus Circle 2E Sponsor Corporation LLC and Columbus Circle 3E Sponsor Corporation LLC, two Company-sponsored special purpose acquisition company sponsors, subject to the reduction of his interest in Columbus Circle 2E Sponsor Corporation LLC to 58,333 shares from 175,000 shares and to potential pro rata dilution or reduction in accordance with the applicable sponsor operating agreements and any business combination agreement; and |
| · | payment of all unpaid and accrued dividends on his restricted LLC Units and LTIP Units in accordance with the applicable award agreements and governing documents. |
Between the Transition Date and the Separation Date, Mr. Brafman will continue to receive his base salary and to participate in the Company’s group health, dental and supplemental health insurance plans.
In the event of Mr. Brafman’s death before he receives the Separation Benefits, the Separation Benefits will be paid to his estate.
Pursuant to the Operating LLC’s Second Amended and Restated Limited Liability Company Agreement, dated March 6, 2026 (the “LLC Operating Agreement”), Mr. Brafman will have the right to cause the Operating LLC to redeem all of his vested LLC Units for cash or, at the Company’s option, shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a ratio of one share of Common Stock per ten LLC Units so redeemed (subject to adjustment as set forth in the LLC Operating Agreement).
The Separation Agreement also confirms that, in accordance with award letters previously granted under the Company’s Non-Qualified Deferred Compensation Plan, Mr. Brafman will receive previously awarded deferred compensation of $1,053,696 on December 31, 2027 and $3,779,136 on December 31, 2028.
The Separation Agreement contains a general release of claims by Mr. Brafman in favor of the Company and its affiliates, and customary confidentiality, non-disparagement, cooperation and intellectual property covenants, as well as 18-month employee non-solicitation and non-interference covenants and 12-month client and vendor non-solicitation covenants. Mr. Brafman also granted the Company an irrevocable proxy to vote all of his membership interests in the Operating LLC.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On November 12, 2026, the Company issued a press release announcing the management changes described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1*† | Separation Agreement and General Release, dated November 9, 2026, by and between Cohen & Company Inc. and Lester R. Brafman. | |
| 99.1** | Press Release of Cohen & Company Inc., dated November 12, 2026. | |
| 104 | Cover Page Interactive Data File (Embedded within the inline XBRL document.) |
* Filed electronically herewith.
** Furnished herewith.
† Indicates management contract or compensatory plan or arrangement. Certain personal information has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
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: November 12, 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 Appoints Daniel G. Cohen as Chief Executive Officer
Philadelphia and New York, November 12, 2026 – Cohen & Company Inc. (NYSE American: COHN) (“Cohen & Company” or the “Company”) today announced that Daniel G. Cohen, Executive Chairman of the Board, has been appointed Chief Executive Officer, effective as of November 10, 2026. Mr. Cohen succeeds Lester R. Brafman, who stepped down from his role as Chief Executive Officer effective as of the close of business on November 10, 2026. Mr. Brafman will remain with the Company as a Senior Advisor through November 30, 2026, to support an orderly transition. Daniel Cohen will continue to serve as Executive Chairman of the Board.
Daniel Cohen previously served as Chief Executive Officer and Chief Investment Officer of the Company from December 2009 to September 2013. Having also served on the Board since 1999 and as Executive Chairman since May 2022, Mr. Cohen has deep experience and unparalleled insight across the Company’s businesses and strategic priorities. As Chief Executive Officer, Mr. Cohen will focus on the Company’s business strategy, operations, and corporate vision.
“I know firsthand the strength of our team and our platform, and I look forward to building on our strong foundation as we execute on our priorities and create long-term value for our stockholders,” said Daniel Cohen. “I am excited to return to the CEO role and continue working with our team to capitalize on the opportunities ahead and drive results through disciplined execution and a clear commitment to profitable growth.”
Mr. Cohen continued, “On behalf of the Board, I want to thank Lester for his leadership and the significant contributions he has made to Cohen & Company over the past thirteen plus years. We wish him all the best.”
Mr. Brafman added, “It has been a privilege to lead Cohen & Company, and I am proud of all we have accomplished together. I look forward to seeing the Company’s continued success.”
Third Quarter 2026 Financial Results
In a separate press release issued today, Cohen & Company announced its financial results for the third quarter of 2026. Daniel Cohen will join Joseph Pooler, Executive Vice President, Chief Financial Officer and Treasurer to discuss the quarterly results on the Company’s investor conference call today at 10:00 a.m. Eastern Time.
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.
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 September 30, 2026, the Company had approximately $1.3 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.
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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 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.
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 |
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