[8-K] Cohen & Company Inc Reports Material Event

Rhea-AI Filing Summary

Cohen & Company (NYSE:COHN) filed a Form 8-K to report that its broker-dealer subsidiary, J.V.B. Financial Group, LLC, executed a Third Amendment to its existing $15 million revolving loan agreement with Byline Bank.

The amendment extends the maturity and final borrowing date by one year—moving from 18 June 2025 to 18 June 2026—and reduces the required Excess Net Capital covenant to $30 million from $40 million. No other economic terms, including the overall commitment size, interest provisions, or collateral requirements, were changed.

Management therefore preserves access to committed liquidity for an additional 12 months while simultaneously freeing up to $10 million of regulatory capital that can be redeployed within the broker-dealer. The full text of the amendment is provided as Exhibit 10.1. There were no accompanying financial statements, legal proceedings, or risk factor updates included in the filing.

Positive

• Maturity extension: Loan facility now expires 18 June 2026, reducing 12-month refinancing risk on a $15 million credit line.
• Covenant relief: Excess Net Capital requirement lowered to $30 million from $40 million, potentially unlocking $10 million in deployable capital.

Negative

• None.

Insights

Financial Analyst

TL;DR: One-year extension & lower capital covenant enhance short-term liquidity; modest credit-positive for COHN.

Liquidity: The extra 12-month term secures the $15 million facility through mid-2026, reducing near-term refinancing risk. Covenant Relief: Lowering the Excess Net Capital threshold to $30 million releases potential excess capital, improving internal flexibility without increasing borrowing limits. Materiality: While the facility size is relatively small, any committed bank line is critical for a broker-dealer’s funding stack. Risk: No adverse terms were introduced, and interest or collateral changes are absent, limiting downside. Overall, the amendment is incrementally positive and should marginally strengthen the balance-sheet narrative disclosed in prior filings.

Credit Analyst

TL;DR: Extension positive, covenant cut neutral—raises flexibility but could permit higher leverage.

The maturity push to 2026 removes a refinancing trigger next year, a favorable outcome given uncertain capital-market windows. Reducing the Excess Net Capital requirement lowers regulatory buffers, which may marginally elevate leverage risk, though no breach history is cited. Because the commitment size remains $15 million and no pricing concessions were revealed, the amendment is largely housekeeping. The filing signals cooperative lender relations and stable collateral terms, leading to a neutral-to-slightly-positive credit view.

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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): June 20, 2025

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.

As previously disclosed, on June 9, 2023, J.V.B. Financial Group, LLC (the “Borrower”), a Delaware limited liability company and a broker dealer indirect subsidiary of Cohen & Company Inc., a Maryland corporation, entered into the Third Amended and Restated Loan Agreement (the “Loan Agreement”), with Byline Bank, as lender (the “Lender”), and the Borrower as borrower, pursuant to which, among other things, the Lender agreed to make loans to Borrower, at the Borrower’s request from time to time, in the aggregate amount of up to $15 million.

On June 20, 2025 and effective as of June 18, 2025, the Borrower and the Lender entered into the Third Amendment to Third Amended and Restated Loan Agreement (the “Amendment”). Pursuant to the Amendment, the Loan Agreement was amended to: (i) extend the maturity date and the final date upon which loans can be made under the Loan Agreement from June 18, 2025 to June 18, 2026; and (ii) reduce the amount of Excess Net Capital (as defined under as defined in Rule 15c3-1 promulgated under the Securities and Exchange Act of 1934, as amended) which the Borrower must maintain from $40 million to $30 million. Except as described herein, no other changes were made to the Loan Agreement pursuant to the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		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.
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: June 23, 2025	By:	/s/ Joseph W. Pooler, Jr.
		Name:	Joseph W. Pooler, Jr.
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What material event did COHN disclose in its June 20 2025 8-K?

The company’s subsidiary amended its $15 million revolving loan with Byline Bank, extending maturity to 18 June 2026 and lowering the Excess Net Capital covenant.

When does the Byline Bank credit facility for COHN’s subsidiary now mature?

The amended facility now matures on 18 June 2026.

How much borrowing capacity does COHN retain under the amended loan agreement?

The revolving credit line remains unchanged at up to $15 million.

What is the new Excess Net Capital requirement under the amendment?

J.V.B. Financial Group must now maintain $30 million in Excess Net Capital, reduced from $40 million.

Were any other terms of the loan agreement modified?

No. Aside from maturity extension and covenant adjustment, all other terms of the Third Amended and Restated Loan Agreement remain the same.