Every 8-K that Cohen & Company Inc (COHN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow COHN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full COHN filings page.
Cohen & Company Inc. (COHN), through its subsidiary Cohen & Company, LLC, amended and restated a related-party financing with JKD Capital Partners I LTD, an entity owned by director Jack J. DiMaio, Jr. and his spouse. As of August 31, 2026, the Operating LLC owed $2,625,409.50 on the original senior promissory note; on the same date the Investor provided an additional $2,374,590.50, and the parties replaced the original note with an Amended and Restated Senior Promissory Note in the principal amount of $5,000,000. The new note bears interest at 10% per year, payable quarterly in cash starting November 30, 2026, and matures on August 31, 2027. In an Event of Default, all amounts may be accelerated and will accrue interest at 11% per year. The note is a senior obligation of the Operating LLC, senior to all other indebtedness outstanding or issued after September 1, 2024, and the Operating LLC is restricted from incurring indebtedness senior to this note. Prepayment is prohibited before January 31, 2027, but allowed thereafter without penalty on at least 31 days’ notice.
Cohen & Company Inc. reported higher second-quarter 2026 results, with revenue of $69.5 million and net income attributable to Cohen & Company Inc. of $3,574 thousand. Fully diluted earnings per share were $0.94, compared with $0.81 for the second quarter of 2025.
Adjusted pre-tax income, a non-GAAP measure, was $10,118 thousand, or $1.62 per diluted share, versus $5,540 thousand, or $0.94 per share, a year earlier. Investment banking and new issue revenue increased to $54,059 thousand from $44,133 thousand, supported by activity in SPAC and de-SPAC advisory.
The board declared a quarterly dividend of $0.25 per share. As of June 30, 2026, the company had approximately $1.3 billion of assets under management, primarily in fixed income strategies within its Asset Management segment.
Cohen & Company Inc. describes its operating subsidiary’s involvement in the initial public offering of Columbus Circle Capital Corp. III, a SPAC that sold 23,000,000 Units at $10.00 each for $230,000,000 in gross proceeds. The firm’s subsidiary is managing member of the SPAC sponsor, which bought 265,000 Placement Units for $2,650,000, funded entirely by third-party investors and recorded as non‑controlling interest while the sponsor stake is treated as an equity method investment.
Cohen & Company Capital Markets acted as lead underwriter and used a $3,600,000 underwriting fee to buy 360,000 additional Placement Units. A total of $230,000,000 from the IPO and private placements was placed in a trust account, generally inaccessible until a Business Combination or liquidation within 24 months. The sponsor holds 7,666,667 founder shares, with roughly 2.28 million currently allocated to Cohen’s operating subsidiary, subject to final determination at Business Combination closing.
Cohen & Company Inc. reports that Columbus Circle Capital Corp. II, a SPAC in which its operating subsidiary is a sponsor and where its brokerage arm led the IPO underwriting, has entered into a definitive business combination agreement with Elroy Air, Inc., a developer of autonomous heavy-cargo drones. The SPAC sold 23,000,000 units in its IPO and the sponsor holds 7,666,667 founder shares, with approximately 667,000 currently allocated to Cohen & Company, LLC, subject to final allocation at closing. The deal would merge Elroy Air into a SPAC subsidiary, creating “New Elroy Air,” and is expected to close in the fourth quarter of 2026, subject to shareholder approval and customary conditions, including redemptions and regulatory clearances. The SPAC plans to domesticate from the Cayman Islands to Delaware and file a registration statement and proxy statement/prospectus for shareholders to vote on the business combination.
Cohen & Company Inc. disclosed that its broker-dealer subsidiary, Cohen & Company Securities, LLC, entered into a Fourth Amendment to its existing loan agreement with Byline Bank. The revolving credit facility remains up to $15 million, but several key terms were updated.
The amendment extends both the loan maturity and the last date for borrowing from June 18, 2026 to June 18, 2028. It also adds a covenant that a failure to maintain Excess Net Capital of at least $30 million, unless restored within two business days, will be an event of default. In addition, the required Tangible Net Worth from and after March 31, 2027 increases from $70 million to $80 million.
Cohen & Company Inc. reported the results of its 2026 annual stockholder meeting, held online. Stockholders re-elected five directors, including Daniel G. Cohen and Diana Louise Liberto, with each nominee receiving over 3.17 million votes in favor and broker non-votes of 981,292.
Investors approved an amendment to the 2020 Long-Term Incentive Plan, increasing common shares authorized for issuance from 2,500,000 to 4,500,000, and adding automatic annual increases of 9% of fully diluted common shares on July 1 from 2027 through 2030. Stockholders also ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.
Cohen & Company Inc. filed an 8-K to furnish a new investor presentation dated May 26, 2026. The deck highlights that revenue grew from $146M in 2021 to $276M in 2025, driven largely by its investment banking franchise, which recorded a 60% revenue CAGR over that period.
The company reports 191 announced or closed investment banking transactions since 2021, including more than $81.6B in announced M&A and $25.2B in announced financing transactions. It emphasizes leadership in SPAC IPOs and De-SPAC advisory, repeat sponsor relationships, and a pipeline of capital raises and strategic combinations.
The presentation also outlines diversified activities in sales & trading and asset management, including a $3.9B institutional mortgage funding program and $1.4B of insurance-focused assets under management as of December 31, 2025. Capital structure data show cash of $19, total debt of $50, enterprise value of $107, a regular 2025 dividend of $1.00 per share, and price-to-book of 0.5x.
Cohen & Company Inc. reported first quarter 2026 results and declared a quarterly dividend of $0.25 per share. Revenue was $57.9 million, driven mainly by $45.7 million from investment banking and new issue activity and $13.2 million from net trading.
Net income attributable to Cohen & Company Inc. was $1.5 million, or $0.42 per fully diluted share, compared with $0.19 per share a year earlier. Adjusted pre-tax income, a non-GAAP measure, was $4.0 million, or $0.65 per fully diluted share.
Management highlighted continued growth in the gestation repo business, which reached a $3.9 billion book size, and the completion of the sponsored SPAC Columbus Circle Capital Corp. II’s $230 million IPO. As of March 31, 2026, the company had approximately $1.3 billion of assets under management.
Cohen & Company Inc. amended the operating agreement of its main subsidiary, Cohen & Company, LLC, to create a new class of equity called “LTIP Units.” These units are intended to function as profits interests for U.S. federal income tax purposes and can be granted under equity incentive arrangements.
Vested LTIP Units may be converted, at the holder’s election, into an equal number of regular membership units in the LLC, subject to vesting terms and a capital account limitation that ties conversion to the holder’s economic balance. LTIP Units are non-voting, non-redeemable until converted, and generally non-transferable without board consent, with limited exceptions for family and estate planning transfers. Aside from these changes, the updated LLC agreement does not materially alter prior terms.
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.
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.
Cohen & Company Inc. describes the initial public offering of Columbus Circle Capital Corp. II, a SPAC in which its subsidiaries and affiliates are involved. The SPAC sold 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000, with each unit containing one Class A ordinary share and one-third of a warrant exercisable at $11.50 per share.
The SPAC’s sponsor, partly owned and managed by Cohen & Company’s operating subsidiary, bought 265,000 placement units for $2,650,000, funded entirely by third-party investors; Cohen & Company’s broker-dealer division also acquired 360,000 placement units using a $3,600,000 underwriting fee. A total of $230,000,000 of IPO and private placement proceeds was placed into a trust account, to be used only upon completion of a business combination or returned to public shareholders under specified conditions.
The sponsor holds 7,666,667 founder shares subject to transfer restrictions, and the operating subsidiary currently has an interest in 2,442,382 of those founder shares, with final allocations determined at the time of a business combination. The sponsor may lend the SPAC up to $1,500,000 in non-interest-bearing loans, convertible into additional private placement units, and Cohen & Company’s operating subsidiary will receive $10,000 per month for administrative and office services under an agreement with the SPAC.
Cohen & Company Inc. reported that its Board of Directors has declared a special common stock dividend of $2.00 per share on its common stock. The dividend is scheduled to be paid on January 22, 2026 to stockholders who are on record as of the close of business on January 7, 2026. The company also released a press release describing this special dividend, which is included as an exhibit.
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.
Cohen & Company Inc. (COHN) furnished an 8‑K stating it issued a press release announcing financial results for the third quarter ended September 30, 2025. The company attached the release as Exhibit 99.1. The information is provided for disclosure purposes and, as stated, shall not be deemed “filed” under Section 18 of the Exchange Act nor incorporated by reference except as specifically noted. COHN’s common stock trades on the NYSE American under the symbol COHN.
Cohen & Company Inc. (NYSE American: COHN) filed a Form 8-K to disclose that its affiliated special-purpose acquisition company, Columbus Circle Capital Corp. I (NASDAQ: CCCMU), signed a definitive Business Combination Agreement on 23 June 2025 with ProCap BTC, ProCap Financial and related entities. The agreement would result in ProCap Financial becoming a publicly traded company.
Transaction structure and funding:
- The SPAC completed its May 19 IPO of 25 million units, including 3 million from the underwriters’ over-allotment.
- Concurrent with signing, qualified investors purchased ≈ $516.5 million of non-voting preferred units in ProCap BTC.
- Investors also committed to $235 million in convertible notes to be issued by ProCap Financial at closing.
- Net proceeds are earmarked to acquire bitcoin and for working-capital needs.
Cohen & Company involvement:
- The operating subsidiary (Cohen & Company, LLC) is a managing member of the SPAC’s sponsor, which holds 8.33 million founder shares; ≈ 2.15 million are currently allocated to the operating subsidiary, subject to final determination at closing.
- Its capital-markets division (CCM) served as lead underwriter in the IPO and co-placement agent for both the preferred equity and convertible-note financings.
Next steps: The SPAC and ProCap Financial will file an S-4 registration statement containing a proxy/prospectus; shareholder approval and customary closing conditions remain outstanding. If consummated, each founder share will convert into one share of ProCap Financial.
The filing reiterates extensive forward-looking-statement warnings and highlights standard risk factors, including market volatility, bitcoin price risk, regulatory scrutiny, and dependence on successful deal completion.
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.